EXECUTION VERSION

$7,072,488,605

SECURED CREDIT AGREEMENT

among

GENERAL MOTORS COMPANY,

as the Borrower,

THE GUARANTORS

and

THE UNITED STATES DEPARTMENT OF THE TREASURY,

as the Lender

Dated as ofJuly 10, 2009

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TABLE OF CONTENTS

SECTION 1

DEFINITIONS

1.1 Defined Terms 2

1.2 Other Definitional Provisions 34

1.3 Conversion ofForeign Currencies 34

SECTION 2

AMOUNT AND TERMS OF LOANS

2.1 Loans 35

2.2 [Intentionally Omitted] 35

2.3 Repayment ofLoans; Evidence ofDebt. 35

2.4 Optional Prepayments 35

2.5 Mandatory Prepayments 35

2.6 Interest Rates and Payment Dates/Fee Payment Dates/Fees 38

2.7 Computation ofInterest and Fees 39

2.8 Inability to Determine Interest Rate; Illegality 39

2.9 Treatment ofPayments 40

2.10 Indemnity 40

2.11 [Intentionally Omitted] 41

2.12 Taxes 41

2.13 Requirements ofLaw 43

SECTION 3

REPRESENTATIONS AND WARRANTIES

3.1 Existence 44

3.2 Financial Condition 44

3.3 Litigation 45

3.4 No Breach 45

3.5 Action, Binding Obligations 45

3.6 Approvals 45

3.7 Taxes 46

3.8 Investment Company Act 46

3.9 [Intentionally Omitted] 46

3.10 ChiefExecutive Office; ChiefOperating Office 46

3.11 Location ofBooks and Records 46

3.12 True and Complete Disclosure 46

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3.13 ERISA 47

3.14 Expense Policy 48

3.15 Subsidiaries 48

3.16 Capitalization 48

3.17 Fraudulent Conveyance 48

3.18 USA PATRIOT Act.. 48

3.19 Embargoed Person 49

3.20 Use ofProceeds 49

3.21 Representations Concerning the Collateral .49

3.22 Labor Matters 50

3.23 Survival ofRepresentations and Warranties 50

3.24 [Intentionally Omitted] 51

3.25 Intellectual Property 51

3.26 JV Agreements 52

3.27 [Intentionally Omitted] 52

3.28 Excluded Collateral 52

3.29 Mortgaged Real Property 52

3.30 No Change 52

3.31 Certain Documents 52

3.32 Insurance 52

SECTION 4

CONDITIONS PRECEDENT; RESERVE FUNDS

4.1 Conditions to Effectiveness 52

4.2 Conditions to Withdrawal ofReserve Funds; Escrow Accounts 57

SECTION 5

AFFIRMATIVE COVENANTS

5.1 Financial Statements 58

5.2 Notices; Reporting Requirements 61

5.3 Existence 62

5.4 Payments ofTaxes 62

5.5 Use ofProceeds 63

5.6 Maintenance ofProperty; Insurance 63

5.7 Further Identification ofCollateral 63

5.8 Defense ofTitle 64

5.9 Preservation ofCollateral 64

5.10 [Intentionally Omitted] 64

5.11 Maintenance ofLicenses 64

5.12 [Intentionally Omitted] 64

5.13 OFAC 64

5.14 Investment Company 64

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5.15 Further Assurances 64

5.16 Executive Privileges and Compensation 65

5.17 Aircraft 66

5.18 Restrictions on Expenses 66

5.19 Employ American Workers Act 67

5.20 Internal Controls; Recordkeeping; Additional Reporting 67

5.21 Waivers 68

5.22 Modification ofCanadian Facility Documents and VEBA Note Facility 68

5.23 Additional Guarantors 68

5.24 [Intentionally Omitted] 69

5.25 Inspection ofProperty; Books and Records; Discussions 69

5.26 SEC Reporting Requirements 69

5.27 Vitality Commitment 69

5.28 Survival ofTARP Covenants 70

5.29 [Intentionally Omitted.] 70

5.30 Intellectual Property 70

5.31 Various Agreements 70

SECTION 6

NEGATIVE COVENANTS

6.1 Prohibition on Fundamental Changes 71

6.2 [Intentionally Omitted] 71

6.3 [Intentionally Omitted] 71

6.4 Limitation on Liens 71

6.5 Restricted Payments 71

6.6 Amendments to Transaction Documents 72

6.7 [Intentionally Omitted] 73

6.8 Negative Pledge 73

6.9 Indebtedness 73

6.10 [Intentionally Omitted] 73

6.11 [Intentionally Omitted] 73

6.12 Limitation on Sale ofAssets 73

6.13 Restrictions on Pension Plans 73

6.14 [Intentionally Omitted] 73

6.15 [Intentionally Omitted] 73

6.16 Clauses Restricting Subsidiary Distributions 74

6.17 [Intentionally Omitted] 74

6.18 [Intentionally Omitted] 74

6.19 [Intentionally Omitted] 74

6.20 Conflict with Canadian Facility 74

6.21 [Intentionally Omitted] 75

6.22 Conflict with VEBA Note Facility 75

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SECTION 7

EVENTS OF DEFAULT

7.1 Events ofDefault 75

7.2 Remedies upon Event ofDefault. 79

SECTION 8

MISCELLANEOUS

8.1 Amendments and Waivers 80

8.2 Notices 80

8.3 No Waiver; Cumulative Remedies 82

8.4 Survival ofRepresentations and Warranties 82

8.5 Payment of Expenses 82

8.6 Successors and Assigns; Participations and Assignments 83

8.7 Set-off 85

8.8 Counterparts 85

8.9 Severability 85

8.1 0 Integration 85

8.11 Governing Law 85

8.12 Submission to Jurisdiction; Waivers 85

8.13 Acknowledgments 86

8.14 Release ofGuarantees 86

8.15 Confidentiality 86

8.16 Waivers ofJury Trial 87

8.17 USA PATRIOT Act.. 87

8.18 Effect ofAmendment and Restatement ofthe Newco Credit Facility 87

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ANNEXES:

I

II

Form ofBudget

Business Plan

SCHEDULES:

1.1A

1.1B

1.1C

1.1D

1.1E

1.1F

1.1G

3.3

3.10

3.11

3.15

3.16

3.21

3.25

3.26

3.28

EXHIBITS:

A

B-1

B-2

C

D-1

D-2

D-3

D-4

D-5

E-1

E-2

E-3

E-4

E-5

F

G

H

I

J

K

L

Funding Office .

Guarantors

Mortgaged Property

Pledgors

[Intentionally Omitted]

[Intentionally Omitted]

Certain Excluded Subsidiaries

Material Litigation

ChiefExecutive Office and Chief Operating Office

Location ofBooks and Records

Subsidiaries

Ownership ofNorth American Group Members

Jurisdictions and Recording Offices

Intellectual Property

JV Agreements

Excluded Collateral

Form ofAmended and Restated Guaranty and Security Agreement

Form of Secretary's Certificate

Form of Officer's Certificate

Form ofAssigmnent and Assumption

Form ofWaiver for the Loan Parties

Form ofWaiver ofSEO to the Treasury

Form ofConsent and Waiver ofSEO to Borrower

Form ofWaiver of Senior Employee to the Treasury

Form ofConsent and Waiver of Senior Employee to Borrower

Form ofLegal Opinion ofWeiI, Gotshal & Manges LLP

Form ofLegal Opinion ofIn-House Counsel

Form ofLegal Opinion ofCadwalader, Wickersham & Taft LLP

Form ofLegal Opinion ofHonigman Miller Schwartz and Cohn LLP

Form of Legal Opinion of Gunderson Law Firm, a Professional Corporation

Form ofCompliance Certificate

Form ofAmended and Restated Note

Form ofReserve Notice

Form ofAmended and Restated Environmental Agreement

Form ofMortgage

Form ofAmended and Restated Intellectual Property Pledge Agreement

Form ofAmended and Restated Equity Pledge Agreement

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SECURED CREDIT AGREEMENT (this "Agreement"), dated as of July 10,

2009 by and among GENERAL MOTORS COMPANY, a Delaware corporation (the

"Borrower"), the Guarantors (as defined below), and THE UNITED STATES DEPARTMENT

OF THE TREASURY, as the lender hereunder (the "Lender" or the "Treasury").

WHEREAS, pursuant to (a) the Amended and Restated Master Sale and Purchase

Agreement dated as ofJune 26, 2009 (as amended by the First Amendment dated as ofJune 30,

2009 and the Second Amendment dated as ofJuly 5, 2009, the "Master Transaction Agreement")

among General Motors Corporation, a Delaware corporation ("GM Oldco"), a debtor and debtorin-possession in a case pending under chapter II ofthe Bankruptcy Code (as defined below) and

certain other sellers party thereto (collectively, the "Sellers") and the Borrower, and (b) the other

Transaction Documents (as defined below), and in accordance with the Bankruptcy Code, on the

date hereof (i) the Sellers sold, transferred, assigned, conveyed and delivered to the Borrower

and certain of its Subsidiaries, and the Borrower and certain of its Subsidiaries directly or

indirectly purchased, accepted and acquired from the Sellers, the Purchased Assets (as defined in

the Master Transaction Agreement) and assumed the Assumed Liabilities (as defined in the

Master Transaction Agreement) and (ii) the Sellers and the Borrower and one or more of their

respective Subsidiaries have entered into the other Related Transactions (as defined below);

WHEREAS, GM Oldco, certain of GM Oldco's subsidiaries, the Lender and the

Canadian Lender (as defined below) entered into the $33,300,000,000 Secured Superpriority

Debtor-in-Possession Credit Agreement dated as of June 3, 2009 (as amended, modified, or

supplemented from time to time prior to the date hereof, the "DIP Credit Agreement") in respect

of a term loan credit facility more particularly described in the DIP Credit Agreement;

WHEREAS, prior to the date hereof, a portion of Tranche B Term Loans in an

amount equal to $16,425,000,000 was deposited into the Escrow Account (as defined below),

which Escrow Account is included in the Purchased Assets;

WHEREAS, pursuant to the Master Transaction Agreement, the other Transaction

Documents and the Assignment and Assumption Agreement dated as of the date hereof (the

"Newco Loan Assumption Agreement") between GM Oldco, as assignor, and the Borrower, as

assignee, the Borrower assumed a portion of the Tranche B Term Loans (as defined in the DIP

Credit Agreement) made by the Lender under the DIP Credit Agreement in the amount of

$7,072,488,605 (the "Newco Credit Facility") and all of GM Oldco's obligations with respect

thereto that pursuant to the Loan Documents are jointly and severally guaranteed by the

Guarantors;

WHEREAS, the Borrower has requested that the Lender amend and restate the

terms and provisions ofthe Newco Credit Facility as more particularly set forth herein and in the

other Loan Documents;

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WHEREAS, the Lender is willing to amend and restate the Newco Credit Facility

on the terms and subject to the conditions set forth herein and in the other Loan Documents;

NOW, THEREFORE, in consideration of the premises and mutual agreements

contained herein, the parties hereto agree that on the Effective Date, as provided in Section 8.18,

the Newco Credit Facility shall be amended and restated in its entirety as follows:

SECTION 1

DEFINITIONS

1.1. Defined Terms. As used in this Agreement, the terms listed in this

Section 1.1 shall have the respective meanings set forth in this Section 1.1.

"1908 Holdings": 1908 Holdings Ltd., a Subsidiary of General Motors ofCanada

Limited.

"AER": for any day, a rate per annum (rounded upwards, if necessary, to the next

1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal

Funds Effective Rate in effect on such day plus Yz of 1% and (c) the three month Eurodollar Rate

(for the avoidance of doubt after giving effect to the provisos in the definition thereof) plus

1.00%; provided that, in the event the Lender shall have determined that adequate and reasonable

means do not exist for ascertaining the calculation of clause (c), such calculation shall be

replaced with the last available calculation of the three month Eurodollar Rate plus 1.00%. Any

change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the

three month Eurodollar Rate shall be effective as ofthe opening ofbusiness on the effective day

of such change in the Prime Rate, the Federal Funds Effective Rate or the three month

Eurodollar Rate, respectively.

"ABR Loans": Loans the rate of interest applicable to which is based upon the

ABR.

"Additional First Lien Indebtedness": as of any date of determination, principal

amount of Indebtedness (other than Indebtedness described in clauses (a) through (r) (inclusive)

of the definition of "Permitted Indebtedness") in excess of $6,000,000,000 secured on a first

priority basis by the Collateral or the Canadian Collateral or any portion of either of the

foregoing (including, without limitation, Structured Financing), provided that, (i) on the date

such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00

after giving pro forma effect to the incurrence of such Indebtedness, (ii) a portion of the Net

Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the

Loans in accordance with Section 2.5(a), (iii) the aggregate amount of commitments under

revolving credit facilities, if any, together with any revolving credit facilities constituting

Excluded First Lien Indebtedness, shall not exceed $4,000,000,000, (iv) with respect to any

revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining

compliance with clauses (i) and (iii) ofthis definition shall equal the commitment thereunder and

(v) the lenders party thereto (or an agent on behalf of such lenders) shall have executed and

delivered an intercreditor agreement in form and substance reasonably satisfactory to the Lender

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which may be an amendment, restatement, modification or supplement to the Intercreditor

Agreement.

"Additional Guarantor": as defined in Section 5.23.

"Affiliate": with respect to any Person, any other Person which, directly or

indirectly, controls, is controlled by, or is under common control with, such Person. For

purposes ofthis Agreement, "control" (together with the correlative meanings of "controlled by"

and ''under common control with") means possession, directly or indirectly, of the power to

direct or cause the direction ofthe management or policies of such Person, whether through the

ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, pension

plans of a Person and entities holdings the assets of such plans, shall not be deemed to be

Affiliates of such Person. Notwithstanding the foregoing, none of (i) the Goverrnnent of the

United States (or any branch or agency thereof), (ii) the Goverrnnent ofCanada (or any branch or

agency thereof), (iii) the Goverrnnent of Ontario (or any branch or agency thereof), or (iv) the

VEBA or the UAW, shall be considered an Affiliate ofthe Borrower or any ofits Subsidiaries.

"Agreement": as defined in the preamble hereto.

"Anti-Money Laundering Laws": as defined in Section 3.18(d).

"Applicable Law": as to any Person, all laws (including common law), statutes,

regulations, ordinances, treaties, judgments, decrees, injunctions, writs and orders of any court,

governmental agency or authority and rules, regulations, orders, directives, licenses and permits

of any Goverrnnental Authority applicable to such Person or its property or in respect of its

operations.

"Applicable Margin": (A) 4.0% per annum in the case of ABR Loans and

(B) 5.0% per annum in the case ofEurodollar Loans.

"Aoolicable Net Cash Proceeds": with respect to any Additional First Lien

Indebtedness, Permitted Unsecured Indebtedness or Attributable Obligations under each

applicable Sale/Leaseback Transaction, an amount equal to the UST Facility Percentage of an

amount equal to 41.949% of the Net Cash Proceeds of such Indebtedness or Attributable

Obligations, as applicable.

"Applicable Rejected Prepayment Amount": on any date of determination:

(a) with respect to any Canadian Lender Rejection Notice, an amount equal to

(i) the amount ofthe mandatory prepayment rejected by the Canadian Lender pursuant to

Section 2.07(d) of the Canadian Facility multiplied by (ii) a percentage equal to (x) the

aggregate outstanding principal balance of the Loans held by the Treasury on such date

divided by (y) the sum of the aggregate outstanding amount of the Loans held by the

Treasury on such date and the aggregate Outstanding Principal of the VEBA Note

Facility held by VEBA on such date; and

(b) with respect to any VEBA Rejection Notice, an amount equal to (i) the

amount ofthe mandatory prepayment rejected by the VEBA pursuant to Section 2.5(g) of

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the VEBA Note Facility multiplied bY (ii) a percentage equal to (x) the aggregate

outstanding principal balance ofthe Loans held by the Treasury on such date divided bY

(y) the sum of the aggregate outstanding principal balance of the Loans held by the

Treasury on such date and the aggregate outstanding principal balance of the loans held

by the Canadian Lender under the Canadian Facility on such date.

"Asset Sale": any Disposition of property or series of related Dispositions of

property occurring contemporaneously (other than any Excluded Disposition) that yields gross

proceeds to any Group Member (other than Excluded Subsidiaries) (valued at the initial principal

amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and

valued at fair market value in the case of other non-cash proceeds) in excess of(i) $25,000,000 if

received by a Group Member that is a Foreign Subsidiary, or (ii) $15,000,000 if received by a

Group Member that is not a Foreign Subsidiary. The term "Asset Sale" shall not include any

issuance ofCapital Stock or any event that constitutes a Recovery Event.

"Assignee": as defined in Section 8.6(b).

"Assignment and Assumption": an Assignment and Assumption, substantially in

the form of Exhibit C, including an agreement by the assignee thereunder to be bound by the

terms and provisions ofthe Intercreditor Agreement.

"Attributable Obligations": in respect of a Sale/Leaseback Transaction means, as

at the time of determination, the present value (discounted at the interest rate implicit in the

transaction) of the total obligations of the lessee for rental payments required to be paid during

the remaining term of the lease included in such Sale/Leaseback Transaction (including any

period for which such lease has been extended), determined in accordance with GAAP;

provided, however, that ifsuch Sale/Leaseback Transaction results in a Capital Lease Obligation,

the amount of Indebtedness represented thereby shall be determined in accordance with the

definition of "Capital Lease Obligations." For purposes of calculating the Consolidated

Leverage Ratio, the aggregate amount of Attributable Obligations outstanding as of any date of

determination shall be (i) $500,000,000 plus (ii) the amount of Attributable Obligations entered

into after the Effective Date.

"Auto Supplier Support Program": that certain program established by the

Treasury to facilitate payment of certain receivables to automotive suppliers.

"Bankruptcy Code": the United States Bankruptcy Code, 11 U.S.C. Section 101

et seq.

"Bankruptcv Court": the United States Bankruptcy Court for the Southern

District of New York (together with the District Court for the Southern District of New York,

where applicable).

"Bankruptcv Exceptions": limitations on, or exceptions to, the enforceability of

an agreement against a Person due to applicable bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting the enforcement of creditors' rights generally or the

application of general equitable principles, regardless of whether such enforceability is

considered in a proceeding at law or in equity.

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"Benefit Plan": any employee benefit plan within the meaning ofsection 3(3) of

ERISA and any other plan, arrangement or agreement which provides for compensation,

benefits, fringe benefits or other remuneration to any employee, former employee, individual

independent contractor or director, including without limitation, any bonus, incentive,

supplemental retirement plan, golden parachute, employment, individual consulting, change of

control, bonus or retention agreement, whether provided directly or indirectly by any Loan Party

or otherwise.

"Board": the Board of Governors of the Federal Reserve System of the United

States (or any successor).

"Borrower": as defined in the preamble hereto.

"Borrower's Organizational Documents": the Amended and Restated Certificate

of Incorporation of the Borrower dated July 9, 2009 and filed with the Secretary of State of the

State of Delaware, together with the Amended and Restated Bylaws ofthe Borrower dated as of

July 9, 2009, as the same may be further amended, restated, supplemented or replaced from time

to time in accordance with the terms and conditions hereof and ofthe other Loan Documents.

"Budget": a budget substantially in the form of Annex I, reasonably satisfactory

to the Lender in its sole discretion, (a) with respect to the budget delivered on the Effective Date

pursuant to Section 4. 1(h), covering the remainder of fiscal year 2009 (presented on a monthly

basis) together with a budget with respect to the four immediately succeeding fiscal years

(presented on an annual basis); and (b) with respect to each budget delivered after the Effective

Date, covering the periods and presented in accordance with Section 5.2(k).

"Business Day": any day other than a Saturday, Sunday or other day on which

banks in New York City are permitted to close; provided, however, that when used in connection

with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are

not open for dealings in Dollar deposits in the London Interbank market.

"Business Plan": as defined in Section 4.1 (t).

"Canadian Collateral": the "Collateral" as defined in the Canadian Facility.

"Canadian Facility": the Second Amended and Restated Loan Agreement, dated

as of the date hereof, by and among GM Canada, as borrower, the other loan parties party

thereto, and the Canadian Lender, as lender, in form and substance substantially similar to this

Agreement with modifications otherwise satisfactory to the Lender as the same may be amended,

restated, supplemented or modified from time to time hereafter in accordance with the terms and

conditions ofthis Agreement and the other Loan Documents.

"Canadian Guarantors": shall mean the "Guarantors" under and as defined in the

Canadian Facility.

"Canadian Lender": Export Development Canada, a corporation established

pursuant to the laws ofCanada, and its successors and assigns.

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"Canadian Lender Rejection Notice": a notice from the Canadian Lender to OM

Canada rejecting a mandatory prepayment under the Canadian Facility following the initial offer

to repay the loans thereunder in accordance with Section 2.07(d) ofthe Canadian Facility.

"Canadian Subscriber": 7176384 Canada, Inc.

"Canadian Subscription Agreement": As defined in the Canadian Facility.

"Canadian Subsidiary": each direct or indirect Subsidiary of the Borrower

incorporated under the laws ofCanada or any state, province, commonwealth or territory thereof.

"Capital Lease Obligations": for any Person, all obligations ofsuch Person to pay

rent or other amounts under a lease of(or other agreement conveying the right to use) Property to

the extent such obligations are required to be classified and accounted for as a capital lease on a

balance sheet of such Person under OAAP, and, for purposes of this Agreement, the amount of

such obligations shall be the capitalized amount thereof, determined in accordance with OAAP.

"Capital Stock": any and all equity interests, including any shares of stock,

membership or partnership interests, participations or other equivalents whether certificated or

uncertificated (however designated) of a corporation, limited liability company, partnership or

joint venture or any other entity, and any and all similar ownership interests in a Person and any

and all warrants or options to purchase any ofthe foregoing.

"Cases": the cases commenced on June I, 2009 by OM Oldco, Saturn, LLC, a

Delaware limited liability company, Saturn Distribution Corporation, a Delaware corporation,

and Chevrolet-Saturn of Harlem, Inc., a Delaware corporation, in connection with voluntary

petitions filed by each ofthe foregoing in the Bankruptcy Court for relief.

"Cash Equivalents": (a) U.S. Dollars, or money in other currencies received in

the ordinary course of business, (b) securities with maturities of one year or less from the date of

acquisition issued or fully guaranteed or insured by the United States or Canadian government or

any agency thereof, (c) securities with maturities of one year or less from the date of acquisition

issued or fully guaranteed by any state, province, commonwealth or territory ofthe United States

or Canada, by any political subdivision or taxing authority of any such state, province,

commonwealth or territory or by any foreign govemment, the securities ofwhich state, province,

commonwealth, territory, political subdivision, taxing authority or foreign government (as the

case may be) are rated at least "A" by S&P or "A" by Moody's or equivalent rating; (d) demand

deposit, certificates of deposit and time deposits with maturities of one year or less from the date

of acquisition and overnight bank deposits of any commercial bank, supranational bank or trust

company having a credit rating of "F-I" or higher by Fitch (or the equivalent rating by S&P or

Moody's), (e) repurchase obligations with respect to securities of the types (but not necessarily

maturity) described in clauses (b) and (c) above, having a term of not more than 90 days, of

banks (or bank holding companies) or subsidiaries of such banks (or bank holding companies)

and non-bank broker-dealers listed on the Federal Reserve Bank of New York's list of primary

and other reporting dealers ("Repo Counterparties"), which Repo Counterparties have a credit

rating of at least "F-I" or higher by Fitch (or the equivalent rating by S&P or Moody's),

(f) commercial paper rated at least A-lor the equivalent thereofby S&P or P-I or the equivalent

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thereof by Moody's and in either case maturing within one year after the day of acquisition,

(g) short-term marketable securities of comparable credit quality, (h) shares of money market

mutual or similar funds which invest at least 95% in assets satisfying the requirements of

clauses (a) through (g) of this definition (except that such assets may have maturities of 13

months or less), and (i) in the case of a Foreign Subsidiary, substantially similar investments, of

comparable credit quality relative to the sovereign credit risk of the Foreign Subsidiary's

country, denominated in the currency of any jurisdiction in which such Foreign Subsidiary

conducts business.

"Challenge Period": as defined in the Final DIP Order.

"Change of Control": with respect to the Borrower, the acquisition, after the

Effective Date, by any other Person, or two or more other Persons acting in concert other than

the Permitted Holders, the Lender, the Canadian Lender, the VEBA or any Affiliate of the

Lender, the Canadian Lender, the VEBA, of beneficial ownership (within the meaning of

Rule 13d-3 of the Exchange Act) of outstanding shares of voting stock of the Borrower at any

time if after giving effect to such acquisition such Person or Persons owns 20% or more ofsuch

outstanding voting stock.

"Code": the Internal Revenue Code of 1986, as amended from time to time.

"Collateral": all property and assets of the Loan Parties of every kind or type

whatsoever, including tangible, intangible, real, personal or mixed, whether now owned or

hereafter acquired or arising, wherever located, and all proceeds, rents and products of the

foregoing other than Excluded Collateral.

"Collateral Documents": means, collectively, the Guaranty, the Equity Pledge

Agreement, the Intellectual Property Pledge Agreement, each Mortgage, the Escrow Account

Control Agreement, and each other collateral assignment, security agreement, pledge agreement,

agreement granting Liens in intellectual property rights, or similar agreements delivered to the

Lender to secure the Obligations, as amended and restated in connection herewith (if applicable).

"Compensation Regulations": as defined in Section 5.16(a)(i).

"Compliance Certificate": a certificate duly executed by a Responsible Officer,

substantially in the form ofExhibit F.

"Consolidated": the consolidation of accounts in accordance with GAAP.

"Consolidated Leverage Ratio": as of any date, the ratio of(a) Consolidated Total

Debt, less the sum of cash and Cash Equivalents held by the Borrower and its Subsidiaries,

excluding Restricted Cash, on such day to (b) EBITDA for the period of four fiscal quarters

ended on the last day of the most recent fiscal quarter for which financial statements have been

delivered pursuant to Section 5.1.

"Consolidated Total Debt": at any date, the aggregate principal amount of all

Indebtedness of the Borrower and its Subsidiaries that would be reflected on the consolidated

balance sheet ofthe Borrower and its Subsidiaries as ofsuch date in accordance with GAAP.

•

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"Contractual Obligation": as to any Person, any provision of any security issued

by such Person or of any agreement, instrument or other undertaking to which such Person is a

party or by which it or any ofits property is bound.

"Controlled Affiliate": as defined in Section 3.18(a).

"Copyright Licenses": all licenses, contracts or other agreements, whether written

or oral, naming a Loan Party as licensee or licensor and providing for the grant of any right to

reproduce, publicly display, publicly perform, distribute, create derivative works of or otherwise

exploit any works covered by any Copyright (including, without limitation, all Copyright

Licenses set forth in Schedule 3.25 hereto).

"Copyrights": all domestic and foreign copyrights, whether registered or

unregistered, including, without limitation, all copyright rights throughout the universe (whether

now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all

original works of authorship (including, without limitation, all marketing materials created by or

on behalf of any Loan Party), acquired or owned by a Loan Party (including, without limitation,

all copyrights described in Schedule 3.25 hereto), all applications, registrations and recordings

thereof (including, without limitation, applications, registrations and recordings in the United

States Copyright Office or in any similar office or agency of the United States or any other

country or any political subdivision thereof), and all reissues, renewals, restorations, extensions

or revisions thereof.

"Default": any event, that with the giving of notice, the lapse of time, or both,

would become an Event ofDefault.

"DIP Credit Agreement": as defined in the recitals hereto.

"Disposition": with respect to any Property, any sale, lease, sale and leaseback,

assignment, conveyance, transfer or other disposition thereof (other than (i) exclusive licenses

that do not materially impair the relevant Loan Party's ability to use or exploit the relevant

Intellectual Property as it has been used or exploited by the Loan Parties as ofthe Closing Date

(as defined in the DIP Credit Agreement) or (ii) nonexclusive licenses); and the terms "Dispose"

and "Disposed of' shall have correlative meanings.

"Dollar Equivalent": on any date of determination, (a) with respect to any amount

denominated in Dollars, such amount and (b) with respect to an amount denominated in any

other currency, the equivalent in Dollars of such amount as determined by the Lender in

accordance with normal banking industry practice using the Exchange Rate on the date of

determination of such equivalent. In making any determination of the Dollar Equivalent, the

Lender shall use the relevant Exchange Rate in effect on the date on which a Dollar Equivalent is

required to be determined pursuant to the provisions ofthis Agreement. As appropriate, amounts

specified herein as amounts in Dollars shall include any relevant Dollar Equivalent amount.

"Dollars" and ".$.": the lawful money ofthe United States.

USAc!ive 16661101.38 -8-
"Domestic 956 Subsidiary": any u.S. Subsidiary substantially all ofthe value of

whose assets consist of equity of one or more Foreign 956 Subsidiaries for u.S. federal income

tax purposes.

"Domestic Subsidiary": any Subsidiary that is organized or existing under the

laws of the United States or Canada or any state, province, commonwealth or territory of the

United States or Canada.

"EAWA": the Employ American Workers Act (Section 1611 of Division A,

Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5,

effective as ofFebruary 17, 2009, as may be amended and in effect from time to time.

"EBITDA": for any period, Net Income plus, to the extent deducted in

determining Net Income, the sum of: (a) Interest Expense, amortization or write-off of debt

discount, other deferred financing costs and other fees and charges associated with Indebtedness,

plus (b) tax expense, plus (c) depreciation, plus (d) amortization, write-offs, write-downs, asset

revaluations and other non-cash charges, losses and expenses, plus (e) impairment ofintangibles,

including goodwill, plus (f) extraordinary expenses or losses (as determined in accordance with

GAAP) including an amount equal to any extraordinary loss, plus (g) any net loss realized by the

Borrower or any ofits Subsidiaries in connection with any Disposition or the extinguishment of

Indebtedness, plus (h) special charges (including restructuring costs), plus (i) losses (but minus

gains) due solely to the fluctuations in currency values or the mark-to-market impact of

commodities derivatives, in each case in accordance with GAAP, plus (j) losses attributable to

discontinued operations, plus (k) losses (but minus gains) attributable to the cumulative effect of

a change in accounting principles, plus (1) non-recurring costs, charges and expenses during such

period, plus (m) the amount of fees associated with advisory, consulting or other professional

work done for equity offerings, minus (n) to the extent included in Net Income, extraordinary

gains (as determined in accordance with GAAP), together with any related provision for taxes on

such extraordinary gain, all calculated without duplication for the Borrower and its Subsidiaries

on a consolidated basis for such period. For purposes ofthis Agreement, EBITDA shall (to the

extent required to comply with Regulation S-X promulgated under the Securities Act) be

adjusted on a pro forma basis to include, as of the first day of any applicable period, any

acquisition and any Disposition contemplated by the Business Plan to be consummated during

such period, including, without limitation, adjustments reflecting any non-recurring costs and

any extraordinary expenses of any acquisition and any Disposition consummated during such

period and any Pro Forma Cost Savings attributable thereto, each calculated on a basis consistent

with GAAP or as otherwise approved by the Lender in its sole discretion.

"EESA": the Emergency Economic Stabilization Act of 2008, Public Law

No. 110-343, effective as of October 3, 2008, as amended by Section 7000 et at. of Division A,

Title VII of the American Recovery and Reinvestment Act of 2009, Public Law No. 111-5,

effective as ofFebruary 17, 2009, as may be further amended and in effect from time to time.

"Effective Date": July 10, 2009.

"EISA": the Energy Independence and Security Act of 2007, Public Law

No. 110-140, effective as ofJanuary 1, 2009, as may be amended and in effect from time to time.

USAc!ive 16661101.38 -9-
"Embargoed Person": as defined in Section 3.19.

"Environmental Agreement": tbe Amended and Restated Environmental

Agreement dated as of the date hereof, executed by the Loan Parties for the benefit of tbe

Lender, substantially in the form ofExhibit I.

"Environmental Laws": any and all foreign, Federal, state, provincial, local or

municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of

any Governmental Autbority or other Requirements of Law (including cornmon law) regulating,

relating to or imposing liability or standards of conduct concerning protection of human healtb,

tbe environment or natural resources, as now or may at any time hereafter be in effect.

"Equity Pledge Agreement": tbe Amended and Restated Equity Pledge

Agreement dated as ofthe date hereof, made by each Pledgor in favor oftbe Lender substantially

in the form ofExhibit L.

"ERISA": tbe Employee Retirement Income Security Act of 1974, as amended

from time to time.

"ERISA Affiliate": any corporation or trade or business or other entity, whether

or not incorporated, tbat is a member of any group of organizations (i) described in

Section 414(b), (c), (m) or (0) ofthe Code ofwmch any Loan Party is a member or (ii) which is

under common control with any Loan Party witbin tbe meaning ofsection 4001 ofERISA.

"ERISA Event": (i) any Reportable Event or a determination that a Plan is "at

risk" (within tbe meaning of Section 302 of ERISA); (ii) tbe incurrence by the Borrower or any

ERISA Affiliates of any liability under Title N of ERISA with respect to tbe termination of any

Plan or the witbdrawal or partial witbdrawal of the Borrower or any of its respective ERISA

Affiliates from any Plan or Multiemployer Plan; (iii) the receipt by the Borrower or any ERISA

Affiliates from tbe PBGC or a plan administrator of any notice relating to the intention to

terminate any Plan or Plans or to appoint a trustee to administer any Plan; (iv) the receipt by the

Borrower or any ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from

tbe Borrower or any ERISA Affiliates of any notice, concerning the imposition of Withdrawal

Liability or a determination tbat a Multiemployer Plan is, or is expected to be, insolvent or in

reorganization, within tbe meaning of Title N of ERISA; or (v) tbe occurrence of a nonexempt

"prohibited transaction" with respect to which tbe Borrower, tbe otber Loan Parties or tbeir

ERISA Affiliates is a "disqualified person" (within the meaning of Section 4975 oftbe Code) or

with respect to which the Borrower or any ERISA Affiliate could otberwise be liable.

"Escrow Account": each account of the Borrower at an Escrow Bank subject to

an Escrow Account Control Agreement, including without limitation, account number 36855852

located at Citibank, N.A.

"Escrow Account Control Agreement": each account control agreement among

the Borrower, the Escrow Bank, and the Lender, such agreements to be reasonably satisfactory to

the Lender including witbout limitation the Deposit Agreement dated as of the date hereof

among the Lender, tbe Borrower and Citibank, N.A.

USActive 16661101.38 -10-
"Escrow Bank": Citibank, N.A. and each additional or replacement bank or other

financial institution to which the Lender transfers or proposes to transfer Reserve Funds in

accordance with Section 4.2(c).

"Eurocurrency Reserve Requirements": for any day as applied to a Eurodollar

Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal

fraction) ofreserve requirements in effect on such day (including basic, supplemental, marginal

and emergency reserves) under any regulations of the Board or other Governmental Authority

having jurisdiction with respect thereto dealing with reserve requirements prescribed for

eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D ofthe

Board) maintained by a member bank ofthe Federal Reserve System.

"Eurodollar Base Rate": with respect to each day during each Interest Period

pertaining to a Eurodollar Loan, the rate per armum determined on the basis of the rate for

deposits in Dollars for a period equal to such Interest Period commencing on the first day ofsuch

Interest Period appearing on page LIBOROI of the Reuters screen as of II:00 a.m. (London

time) two Business Days prior to the beginning of such Interest Period. In the event that such

rate does not appear on such page of the Reuters screen (or otherwise on such screen), the

Eurodollar Base Rate shall be determined by reference to such other comparable publicly

available service for displaying eurodollar rates as may be selected by the Lender or, in the

absence of such availability, by reference to the rate at which a reference institution selected by

the Lender is offered Dollar deposits at or about II:00 a.m. (New York City time) two Business

Days prior to the beginning of such Interest Period in the interbank eurodollar market where its

eurodollar and foreign currency and exchange operations are then being conducted for delivery

on the first day ofsuch Interest Period for the number of days comprised therein.

"Eurodollar Loans": Loans the rate ofinterest applicable to which is based upon

the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each Interest Period

pertaining to a Eurodollar Loan, a rate per armum determined for such day in accordance with

the following formula (rounded upward to the nearest 1I100th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

; provided that, in no event shall the Eurodollar Rate be less than 2.00%.

"Event ofDefault": as defined in Section 7.1.

"Exchange Act": the Securities and Exchange Act of 1934, as amended.

"Exchange Rate": for any day with respect to any currency (other than Dollars),

the rate at which such currency may be exchanged into Dollars, as set forth at II:00 a.m. (New

York time) on such day on the applicable Bloomberg currency page with respect to such

currency. In the event that such rate does not appear on the applicable Bloomberg currency

page, the Exchange Rate with respect to such currency shall be determined by reference to such

other publicly available service for displaying exchange rates as may be agreed upon by the

USAc!iv. 16661101.38 -11-
Lender and the Borrower or, in the absence ofsuch agreement, such Exchange Rate shall instead

be the spot rate of exchange of a reference institution selected by the Lender in the London

Interbank market or other market where such reference institution's foreign currency exchange

operations in respect of such currency are then being conducted, at or about II:00 a.m. (New

York time) on such day for the purchase of Dollars with such currency, for delivery two

Business Days later; provided, however, that if at the time of any such determination, for any

reason, no such spot rate is being quoted, the Lender may use any reasonable method it deems

appropriate to determine such rate, and such determination shall be conclusive absent manifest

error.

"Excluded Collateral": as defined on Schedule 3.28.

"Excluded Dispositions":

(a) Dispositions ofinventory in the ordinary course ofbusiness;

(b) Dispositions of obsolete or worn-out property in the ordinary course of

business, including leases with respect to facilities that are temporarily not in use or

pending their Disposition;

(c) Dispositions of accounts receivable more than 90 days past due III

counection with the compromise, settlement or collection thereof on market terms;

(d) Dispositions of any Capital Stock of any JV Subsidiary in accordance with

the applicable joint venture agreement relating thereto;

(e) any Disposition of (i) any Guarantor's or Pledged Entity's Capital Stock

or other assets or Property of the Borrower or any Guarantor to the Borrower or any

Guarantor, or (ii) any Group Member's (other than a Guarantor's or Pledged Entity's)

Capital Stock or other assets or Property of any Group Member (other than the Borrower

or any Guarantor) to the Borrower, any Guarantor or any other Group Member;

(f) any Disposition of Cash Equivalents in a manner that is not prohibited by

the terms ofthis Agreement or the other Loan Documents;

(g) any Disposition by the Borrower or any of its Subsidiaries of any

dealership property or Capital Stock in a dealership Subsidiary to the operating

management of a dealership or any Disposition of property in counection with the dealer

optimization plan, in each case in the ordinary course ofbusiness;

(h) [intentionally omitted];

(i) [intentionally omitted]; and

(j) the licensing and sublicensing of Patents, Trademarks and other

Intellectual Property or other general intangibles to third persons on customary terms as

determined by the board of directors, or such other individuals as they may delegate, in

good faith and the ordinary course ofbusiness.

USActive 16661101.38 -12-
"Excluded First Lien Indebtedness": Indebtedness secured on a first priority basis

by the Collateral or the Canadian Collateral or any portion of either ofthe foregoing (other than

Indebtedness described in clauses (a) through (r) (inclusive) of the definition of "Permitted

Indebtedness") in an aggregate amount not exceeding $6,000,000,000 comprised of term loan

and/or revolving credit loan facilities (including without limitation Structured Financing),

provided that, (i) the aggregate amount of commitments under the revolving credit facilities, if

any, together with any revolving credit facilities constituting Additional First Lien Indebtedness,

shall not exceed $4,000,000,000, (ii) with respect to any revolving credit facility, the amount of

Indebtedness thereunder for the purpose of determining compliance with clause (i) of this

definition shall equal the commitment thereunder and (iii) the lenders party thereto (or an agent

on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form

and substance reasonably satisfactory to the Lender, which may be an amendment, restatement,

modification or supplement to the Intercreditor Agreement.

"Excluded Subsidiarv": (i) any JV Subsidiary in which any Group Member owns

less than 80% ofthe voting or economic interest, (ii) any Subsidiary that is a dealership, (iii) the

Subsidiaries identified on Schedule 1.1G and any of the following, to the extent they become

Subsidiaries after the Effective Date: (A) any Securitization Subsidiary; (B) any Financing

Subsidiary; (C) any Insurance Subsidiary; and (D) any Subsidiary (and any parent or holding

company thereof) that is primarily engaged in the investment management business or that is

regulated by the Office ofthe Comptroller ofthe Currency.

"Excluded Taxes": as defined in Section 2.12.

"Executive Order": as defined in Section 3.19.

"Existing Agreements": the agreements ofthe Loan Parties and their Subsidiaries

in effect (giving effect, where applicable, to their assumption by the applicable Person pursuant

to any Transaction Document) on the Effective Date and any extensions, renewals and

replacements thereof so long as any such extension, renewal and replacement could not

reasonably be expected to have a material adverse effect on the rights and remedies ofthe Lender

under any ofthe Loan Documents.

"Existing UST Term Loan Agreements": collectively, the Existing UST Term

Loan Agreement (as defined in the DIP Credit Agreement) and the Loan and Security Agreement

dated as ofJanuary 16, 2009 by and between GM Oldco and the Lender.

"Expense Policy": the Borrower's comprehensive written policy on excessive or

luxury expenditures maintained and implemented in accordance with the Treasury regulations

contained in 31 C.F.R. Part 30.

"Extraordinarv Receipts": any (i) insurance proceeds (other than the proceeds of

self-insurance) that are not the proceeds of a Recovery Event, (ii) downward purchase price

adjustments (other than purchase price adjustments resulting from tax refunds received by

Canadian Subsidiaries), (iii) tax refunds (other than tax refunds received by Canadian

Subsidiaries), judgments and litigation settlements, pension plan reversions and indemnity

payments, and (iv) similar receipts outside of the ordinary course of business in each case

USActive 16661101.38 -13-
received by any Group Member (other than an Excluded Subsidiary), in excess of

(A) $25,000,000 if received by an applicable Group Member that is a Foreign Subsidiary, or

(B) $15,000,000 ifreceived by an applicable Group Member that is not a Foreign Subsidiary.

"Federal Funds Effective Rate": for any day, the weighted average ofthe rates on

overnight federal funds transactions with members of the Federal Reserve System arranged by

federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve

Bank of New York, or, if such rate is not so published for any day that is a Business Day, the

average of the quotations for the day of such transactions received by JPMorgan Chase Bank,

N.A. from three federal funds brokers of recognized standing selected by it (or, if JPMorgan

Chase Bank, N.A. is no longer receiving such quotations for any reason, the average of such

quotations received by a reference institution selected by the Lender).

"Final DIP Order": Final Order Pursuant to Bankruptcy Code Sections 105(a),

361, 362, 363, 364 and 507 and Bankruptcy Rules 2002, 4001 and 6004 (a) Approving a DIP

Credit Facility and Authorizing the Debtors to Obtain Post-Petition Financing Pursuant Thereto,

(b) Granting Related Liens and Super-Priority Status, (c) Authorizing the Use ofCash Collateral

and (d) Granting Adequate Protection to Certain Pre-Petition Secured Parties, dated June 25,

2009 by the United States Bankruptcy Court for the Southern District of New York, In re

General Motors Corporation et al., chapter 11 case no. 09-50026 (REG) Gointly administered).

"Financing Subsidiary": any Subsidiary that is primarily engaged in financing

activities including, without limitation (a) debt issuances to, or that are guaranteed by,

governmental or quasi-governmental entities (including any municipal, local, county, regional,

state, provincial, national or international organization or agency), (b) lease transactions

(including synthetic lease transactions and SalelLeaseback Transactions permitted hereunder)

and (c) lease and purchase financing provided by such Subsidiary to dealers and consumers.

"Fitch": Fitch, Inc. d/b/a Fitch IBCA.

"Foreign Assets Control Regulations": as defined in Section 3.19.

"Foreign 956 Subsidiary": any Non-U.S. Subsidiary of the Borrower that is a

"controlled foreign corporation" as defined in Code Section 957.

"Foreign Subsidiary": any Subsidiary that is not a Domestic Subsidiary.

"Funding Office": the office of the Lender specified in Schedule 1.1A or such

other office as may be specified from time to time by the Lender as its funding office by written

notice to the Borrower.

"GAAP": generally accepted accounting principles as in effect from time to time

in the United States.

"GM Canada": General Motors of Canada Limited, a corporation established

pursuant to the laws ofCanada.

"GM Oldco": as defined in the recitals hereto.

USActiv.16661101.38 -14-
"GM Oldco Parties": GM Oldco and its Subsidiaries that were Subsidiaries of

GM Oldco immediately prior to the Effective Date.

"GM Warranty Commitment Program":

Administration Agreement.

as defined In the Warranty

"GMAC": GMAC LLC, a Delaware limited liability company, and its

Subsidiaries.

"GMAC Reorganization": any transactions consummated for the purpose of or in

connection with the Borrower or any of its Affiliates (a) not being in control of GMAC for

purposes of the Bank Holding Company Act of 1956, (b) not being an affiliate of GMAC for

purposes of Sections 23A or 23B of the Federal Reserve Act, or (c) otherwise complying with

the commitments made by the Borrower to the Federal Reserve System with regard to GMAC,

including but not limited to, in each case, (i) the Disposition of all or any portion of the Capital

Stock owned by the Borrower in GMAC to one or more trusts, and (ii) the Disposition of all or

any portion ofsuch Capital Stock by any trustee of any such trust.

"Governmental Authoritv": any federal, state, provincial, municipal or other

govemmental department, commission, board, bureau, agency or instrumentality, or any federal,

state or municipal court, in each case whether ofthe United States or a foreign jurisdiction.

"Group Members": the collective reference to the Borrower and its Subsidiaries.

"Guarantee Obligation": as to any Person, any obligation ofsuch Person directly

or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for

the payment of any Indebtedness of any other Person or otherwise protecting the holder of such

Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keepwell, to purchase assets, goods, securities or services, or to take-or-pay or otherwise), provided

that the term "Guarantee Obligation" shall not include (i) endorsements for collection or deposit

in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent

taxes and insurance, or other obligations in respect ofthe Collateral, to the extent required by the

Lender. The amount of any Guarantee Obligation of a Person shall be deemed to be an amount

equal to the stated or determinable amount ofthe primary Indebtedness in respect of which such

Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably

anticipated Indebtedness in respect thereof as determined by such Person in good faith. The

terms "Guarantee" and "Guaranteed" used as verbs shall have correlative meanings.

"Guarantor": each Person listed on Schedule 1.1B and each other Person that

becomes an Additional Guarantor.

"Guaranty": the Amended and Restated Guaranty and Security Agreement dated

as ofthe date hereof, executed and delivered by the Borrower and each Guarantor, substantially

in the form ofExhibit A.

"Indebtedness": for any Person: (a) obligations created, issued or incurred by

such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the

sale of Property to another Person subject to an understanding or agreement, contingent or

USActive 16661101.38 -15-
otherwise, to repurchase such Property from such Person (other than any repurchase obligations

accounted for as operating leases)); (b) obligations of such Person to pay the deferred purchase

or acquisition price of Property or services (other than trade payables or obligations associated

with the purchase oftooling, machinery, equipment and engineering and design services, in each

case incurred in the ordinary course of business); (c) indebtedness of others of the type referred

to in clauses (a), (b), (d), (e), (t), (g) and (i) ofthis definition secured by a Lien on the Property

ofsuch Person, whether or not the respective indebtedness so secured has been assumed by such

Person (Provided, that for purposes ofthis Agreement the amount ofsuch Indebtedness shall be

deemed to be the lower of (x) the book value of such Property and (y) the principal amount of

the indebtedness secured by such Property); (d) obligations (contingent or otherwise) of such

Person in respect ofletters of credit or similar instruments issued or accepted by banks and other

financial institutions for the account of such Person; (e) Capital Lease Obligations or

Attributable Obligations ofsuch Person; (t) [intentionally omitted]; (g) indebtedness of others of

the type referred to in clauses (a), (b), (d), (e), (t), (h) and (i) of this definition guaranteed by

such Person; (h) all purchase money indebtedness of such Person; (i) indebtedness of general

partnerships of which such Person is a general partner unless the terms of such indebtedness

expressly provide that such Person is not liable therefor; G) [intentionally omitted];

(k) [intentionally omitted]; and (I) any other indebtedness of such Person evidenced by a note,

bond, debenture or similar instrument; provided, however, that Indebtedness shall exclude any

obligations related to the hourly pension plans ofDelphi Corporation and its Affiliates.

"Indemnified Liabilities": as defined in Section 8.5.

"Indemnitee": as defined in Section 8.5.

"Ineligible Acguirer": any Person (i) directly involved in the manufacture of

motor vehicles or the business ofwhich is restricted primarily to the financing ofthe sale or lease

of motor vehicles or (ii) having beneficial ownership of 20% or more of the Capital Stock of a

Person described in clause (i).

"Initial Note": as defined in Section 4.I(a)(vi).

"Insolvency": with respect to any Multiemployer Plan, the condition that such

Plan is insolvent within the meaning ofsection 4245 ofERISA.

"Insurance Subsidiary": shall mean (i) any Subsidiary that is required to be

licensed as an insurer or reinsurer or that is primarily engaged in insurance or reinsurance any

(ii) any Subsidiary of a Person described in clause (i) above.

"Intellectual Property": all Patents, Trademarks and Copyrights owned by any

Loan Party, and all rights under any Licenses to which a Loan Party is a party.

"Intellectual Property Pledge Agreement": the Amended and Restated

Intellectual Property Pledge Agreement, dated as of the date hereof, by and among each Loan

Party and the Lender, substantially in the form ofExhibit K.

"Intercreditor Agreement": the Intercreditor Agreement, dated as of the date

hereof, by and between the Lender and the VEBA.

USActive 16661101.38 -16-
"Interest Expense": for any Person for any period, consolidated total interest

expense of such Person and its Subsidiaries for such period and including, in any event, costs

under interest rate swap agreements, interest rate cap agreements, interest rate collar agreements

and interest rate insurance for such period.

"Interest Payment Date": (a) as to any ABR Loan, the first day of each March,

June, September and December to occur while such Loan is outstanding and the final maturity

date of such Loan, (b) as to any Eurodollar Loan, the last day ofsuch Interest Period, and (c) as

to any Loan, the date of any repayment or prepayment made in respect thereof

"Interest Period": as to any Eurodollar Loan, (i) initially, the period commencing

on the Borrowing Date (as defined in the DIP Credit Agreement) with respect to such Loan and

ending three months thereafter; and (ii) thereafter, each period commencing on the last day ofthe

next preceding Interest Period applicable to such Loan and ending three months thereafter;

provided that all of the foregoing provisions relating to Interest Periods are subject to the

following:

(A) if any Interest Period would otherwise end on a day that is not a Business

Day, such Interest Period shall be extended to the next succeeding Business Day unless

the result of such extension would be to carry such Interest Period into another calendar

month in which event such Interest Period shall end on the immediately preceding

Business Day;

(B) any Interest Period that would otherwise extend beyond the Maturity Date

shall end on the Maturity Date; and

(C) any Interest Period that begins on the last Business Day of a calendar

month (or on a day for which there is no numerically corresponding day in the calendar

month at the end of such Interest Period) shall end on the last Business Day of the

calendar month at the end ofsuch Interest Period.

"Investments": any advance, loan, extension of credit (by way of guaranty or

otherwise) or capital contribution to, or purchase of any Capital Stock, bonds, notes, debentures

or other debt securities of, or any assets constituting a business unit of, or any other investment

in, any Person.

"JV Agreement": each partnership or limited liability company agreement (or

similar agreement) between a North American Group Member or one ofits Subsidiaries and the

relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified

from time to time, in accordance with the terms hereof.

"JV Partner": each Person party to a JV Agreement that is not a Loan Party or

one ofits Subsidiaries.

"JV Subsidiary": any Subsidiary of a Group Member which is not a Wholly

Owned Subsidiary and as to which the business and management thereof is jointly controlled by

the holders ofthe Capital Stock therein pursuant to customary joint venture arrangements.

USActive 16661101.38 -17-
"Lender": as defined in the preamble hereto.

"Licenses": collectively, the Copyright Licenses, the Trademark Licenses and the

Patent Licenses.

"Lien": any mortgage, pledge, security interest, lien or other charge or

encumbrance (in the nature of a security interest and other than licenses ofIntellectual Property),

including the lien or retained security title of a conditional vendor, upon or with respect to any

property or assets.

"Loan Documents": this Agreement, the Notes, the Enviroumental Agreement,

the Collateral Documents and each post-closing letter or agreement now and hereafter entered

into among the parties hereto.

"Loan Parties": the Borrower and each Guarantor.

"Loans": as defined in Section 2.1.

"Master Transaction Agreement": as defined in the recitals.

"Material Adverse Effect": a material adverse effect on (a) the business,

operations, property, condition (financial or otherwise) or prospects of (i) the North American

Group Members (taken as a whole) or (ii) the Group Members (taken as a whole), (b) the ability

of the Loan Parties (taken as a whole) to perform their obligations under any of the Loan

Documents to which they are a party, (c) the validity or enforceability in any material respect of

any ofthe Loan Documents to which the Loan Parties are a party, (d) the rights and remedies of

the Lender under any of the Loan Documents, or (e) the Collateral (taken as a whole); provided

that (w) the taking of any action by the Borrower and its Subsidiaries, including the cessation of

production, pursuant to and in accordance with the Budget, (x) the filing and continuance of the

Cases and the orders thereunder, and (y) any action taken pursuant to the Section 363 Sale Order

shall not be taken into consideration.

"Material North American Group Member": any North American Group Member

that is a "Significant Subsidiary" as defined in Regulation S-X promulgated under the Securities

Act.

"Maturity Date": the date on which the earliest to occur of (such earliest date,

which may be extended by the Lender in its sole discretion in accordance with Section 8.1):

(a) the sixth anniversary of the Effective Date and (b) the acceleration of any Loans in

accordance with the terms ofthis Agreement.

"Moody's": Moody's Investors Service, Inc. and its successors.

"Mortgage": each ofthe mortgages and deeds of trust made by the Borrower or

any Guarantor in favor of, or for the benefit of, the Lender, substantially in the form ofExhibit J,

taking into consideration the law and jurisdiction in which such mortgage or deed oftrust is to be

recorded or filed, to the extent applicable.

USActive 16661101.38 -18-
"Mortgaged Property": each property listed on Schedule 1.1C, as to which the

Lender shall be granted a Lien pursuant to the Mortgages.

"Multiemployer Plan": a multiemployer plan defined as such in Section 3(37) of

ERISA to which contributions are required to be made by any Loan Party or any ERISA Affiliate

or to which any Loan Party or any ERISA Affiliate may have any direct or indirect liability or

obligation contingent or otherwise.

"Net Cash Proceeds": with respect to any event, (a) the cash proceeds received in

respect of such event including (i) any cash received in respect of any non-cash proceeds

(including any cash payments received by way of deferred payment of principal pursuant to a

note or installment receivable or purchase price adjustment receivable or otherwise, but

excluding any interest payments), but only as and when received, (ii) in the case of a casualty,

insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation

awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket

expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the

case of a Disposition of an asset (including pursuant to a Sale/Leaseback Transaction or a

casualty or a condemnation or similar proceeding), the amount of all payments required to be

made as a result ofsuch event to repay Indebtedness (other than the Loans) secured by such asset

or otherwise subject to mandatory prepayment or lease obligations, as applicable, as a result of

such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable, including

under any tax sharing arrangements) and, with respect to amounts that will be expatriated as a

result of any event attributable to a Non-U.S. Subsidiary, the amount of any taxes that will be

payable by any applicable Group Member as a result ofthe expatriation, and the amount of any

reserves established to fund contingent liabilities reasonably estimated to be payable, in each

case that are directly attributable to such event (as determined reasonably and in good faith by a

Responsible Officer); provided that, Net Cash Proceeds shall exclude funds that GM Canada or

any of the Canadian Guarantors are required to use to repay the loans under the Canadian

Facility.

"Net Income": for any period, the net income (or loss) of the Borrower and its

Subsidiaries calculated on a consolidated basis for such period determined in accordance with

GAAP.

"Newco Credit Facility": as defined in the recitals hereto.

"Newco Loan Assumption Agreement": as defined in the recitals hereto.

"Non-Excluded Taxes": as defined in Section 2.12.

"Non-U.S. Lender": as defined in Section 2.12.

"Non-U.S. Subsidiary": any Subsidiary of any Loan Party that IS not a

U.S. Subsidiary.

"North American Group Members": collectively, the Loan Parties and each

Domestic Subsidiary of a Loan Party that is not an Excluded Subsidiary.

USActive 16661101.38 -19-
"Notes": collectively, the Initial Note and any promIssory notes issued ill

connection with an assignment as contemplated by Section 2.3(b).

"Obligations": the unpaid principal of and interest on (including, without

limitation, interest accruing after the maturity of the Loans and interest accruing after the filing

of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like

proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition

interest is allowed in such proceeding) the Loans and all other obligations and liabilities of any

Loan Party to the Lender, whether direct or indirect, absolute or contingent, due or to become

due, or now existing or hereafter incurred, which may arise under, out of, or in connection with,

this Agreement, any other Loan Document or any other document made, delivered or given in

connection herewith or therewith, whether on account of principal, interest, reimbursement

obligations, fees, indenmities, costs, expenses (including, without limitation, all fees, charges and

disbursements of counsel to the Lender that are required to be paid by any Loan Party pursuant

hereto) or otherwise.

"OFAC": the Office ofForeign Assets Control ofthe Treasury.

"Other Foreign 956 Subsidiary": any Non-U.S. Subsidiary substantially all ofthe

value of whose assets consist of equity of one or more Foreign 956 Subsidiaries for U.S. federal

income tax purposes.

"Other Taxes": any and all present or future stamp or documentary taxes or any

other excise or property taxes, charges or similar levies arising from any payment made

hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this

Agreement or any other Loan Document (excluding, in each case, amounts imposed on an

assignment, a grant of a Participation or other transfer of an interest in the Loan or any Loan

Document).

"Outstanding Amount": as of any date of determination (a) with respect to

Indebtedness, the aggregate outstanding principal amount thereof, (b) with respect to banker's

acceptances, letters of credit or letters of guarantee, the aggregate undrawn, unexpired face

amount thereof plus the aggregate unreimbursed drawn amount thereof, (c) with respect to

hedging obligations, the aggregate amount recorded by the Borrower or any Subsidiary as its net

termination liability thereunder calculated in accordance with the Borrower's customary

accounting procedures, (d) with respect to cash management obligations or guarantees, the

aggregate maximum amount thereof (i) that the relevant cash management provider is entitled to

assert as such as agreed from time to time by the Borrower or any Subsidiary and such provider

or (ii) the principal amount of the Indebtedness being guaranteed or, if less, the maximum

amount of such guarantee set forth in the relevant guarantee and (e) with respect to any other

obligations, the aggregate outstanding amount thereof.

"Outstanding Principal": as defined in the VEBA Note Facility.

"Participant": as defined in Section 8.6(c).

"Participation": as defined in Section 8.6(c).

USActive 16661101.38 -20-
"Patent Licenses": all licenses, contracts or other agreements, whether written or

oral, naming a Loan Party as licensee or licensor and providing for the grant of any right to

manufacture, use, lease, or sell any invention, design, idea, concept, method, technique, or

process covered by any Patent (including, without limitation, all Patent Licenses set forth in

Schedule 3.25 hereto).

"Patents": all domestic and foreign letters patent, design patents, utility patents,

industrial designs, and all intellectual property rights in inventions, trade secrets, ideas, concepts,

methods, techniques, processes, proprietary information, technology, know-how, formulae, and

other general intangibles of like nature, now existing or hereafter acquired or owned by a Loan

Party (including, without limitation, all domestic and foreign letters patent, design patents, utility

patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques,

processes, proprietary information, technology, know-how and formulae described in

Schedule 3.25 hereto), all applications, registrations and recordings thereof (including, without

limitation, applications, registrations and recordings in the United States Patent and Trademark

Office, or in any similar office or agency of the United States or any other country or any

political subdivision thereof), and all reissues, re-examinations, divisions, continuations,

continuations in part and extensions or renewals thereof.

"PBGC": the Pension Benefit Guaranty Corporation or any entity succeeding to

any or all ofits functions under ERISA.

"Permitted Holders": any holder of any Capital Stock of the Borrower as of the

Effective Date, including, with respect to Capital Stock held by any GM Oldco Party, (i) a

"liquidating trust," within the meaning of Treas. Reg. § 301.7701-4, to which such GM Oldco

Party's assets are distributed, or (ii) any other entity established for the sole purpose of

liquidating the assets ofsuch GM Oldco Party.

"Permitted Indebtedness":

(a) Indebtedness created under any Loan Document;

(b) purchase money Indebtedness for real property, improvements thereto or

equipment or personal property hereafter acquired (or, in the case of improvements,

constructed) by, or Capital Lease Obligations of, any North American Group Member,

provided that, the aggregate principal balance of such Indebtedness shall not exceed

$1,000,000,000 at anyone time outstanding;

(c) trade payables, if any, in the ordinary course ofits business;

(d) Indebtedness existing on the Effective Date;

(e) intercompany Indebtedness of a North American Group Member in the

ordinary course of business; provided that, the right to receive any repayment of such

Indebtedness (other than any scheduled payments so long as no Event of Default has

occurred and is continuing) shall be subordinated to the Lender's rights to receive

repayment ofthe Obligations;

USActive 16661101.38 -21-
(f) Indebtedness under the Canadian Facility and the guarantee by the

Borrower ofthe obligations thereunder;

(g) Indebtedness existing at the time any Person merges with or into or

becomes a North American Group Member and not incurred in connection with, or in

contemplation of, such Person merging with or into or becoming a North American

Group Member; provided that any such merger shall comply with Section 6.1;

(h) Swap Agreements that are not entered into for speculative purposes;

(i) Indebtedness, including letters of credit, bankers' acceptances and similar

instruments issued in the ordinary course of business, in respect of the financing of

insurance premiums, customs, stay, performance, bid, surety or appeal bonds and similar

obligations, completion guaranties, "take or pay" obligations in supply agreements,

reimbursement obligations regarding workers' compensation claims, indemnification,

adjustment of purchase price and similar obligations incurred in connection with the

acquisition or disposition of any business or assets, and sales contracts, coverage oflongterm counterparty risk in respect of insurance companies, purchasing and supply

agreements, rental deposits, judicial appeals and service contracts;

G) Indebtedness incurred in the ordinary course of business in connection

with cash management and deposit accounts and operations, netting services, employee

credit card programs and similar arrangements and Indebtedness arising from the

honoring by a bank or other financial institution of a check, draft or similar instrument

drawn against insufficient funds in the ordinary course of business, provided that such

Indebtedness is extinguished within five Business Days ofits incurrence;

(k) any guarantee by any Loan Party ofPermitted Indebtedness;

(I) Indebtedness entered into under Section 136 ofEISA;

(m) any extensions, renewals, exchanges or replacements of Indebtedness of

the kind in clauses (a), (d), (e), (f), (g), (h), (i) and (I) ofthis definition to the extent (i) the

principal amount of or commitment for such Indebtedness is not increased (except by an

amount equal to unpaid accrued interest and premium thereon plus other reasonable fees

and expenses incurred in connection with such extension, renewals or replacement),

(ii) neither the final maturity nor the weighted average life to maturity of such

Indebtedness is decreased and (iii) such Indebtedness, ifsubordinated in right ofpayment

to the Lender of the Indebtedness under this Agreement, remains so subordinated on

terms no less favorable to the Lender;

(n) any Sale/Leaseback Transaction; provided that, if on the date such

Indebtedness is incurred, the Consolidated Leverage Ratio is greater than or equal to 3.00

to 1.00 after giving pro forma effect to such Indebtedness, an amount equal to the

Applicable Net Cash Proceeds ofthe Attributable Obligations under such Sale/Leaseback

Transaction shall be applied as a prepayment of the Loans in accordance with

Section 2.5(a);

USActive 16661101.38 -22-
(0) [intentionally omitted];

(P) any transactions undertaken by the Canadian Subsidiaries with 1908

Holdings, Parkwood Holdings Ltd., or OM Overseas Funding LLC in the ordinary

course, consistent with past practice ofthe OM Oldco Parties;

(q) Indebtedness under the VEBA Note Facility;

(r) Indebtedness under the Supplier Receivables Facility;

(s) Excluded First Lien Indebtedness and Additional First Lien Indebtedness;

and

(t) Permitted Unsecured Indebtedness.

"Permitted Liens": with respect to any Property of the Borrower or any of its

U.S. Subsidiaries:

(a) Liens created under the Loan Documents;

(b) Liens on Property of a U.S. Subsidiary existing on the date hereof

(including Liens on Property of a U.S. Subsidiary pursuant to Existing Agreements;

provided that such Liens, and any renewal, replacement, amendment, extension or

modification in whole or in part thereof, shall secure only those obligations that they

secure on the date hereof and any permitted refinancing thereof);

(c) any Lien existing on any Property prior to the acquisition thereof by the

Borrower or a U.S. Subsidiary or existing on any Property of any Person that becomes a

U.S. Subsidiary after the date hereof prior to the time such Person becomes a U.S.

Subsidiary; provided that (x) such Lien is not created in contemplation of or in

connection with such acquisition or such Person becoming a U.S. Subsidiary, (y) such

Lien does not apply to any other Property or assets ofthe Borrower or a U.S. Subsidiary,

and (z) such Lien, and any renewal, replacement, amendment, extension or modification

in whole or in part thereof, secures only those obligations that it secures on the date of

such acquisition or the date such Person becomes a U.S. Subsidiary, as the case may be;

(d) Liens for taxes, assessments, govermnental charges and utility charges not

yet due or that are being contested in good faith, by proper proceedings diligently

pursued, and as to which adequate reserves have been provided;

(e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or

other like Liens arising in the ordinary course of business and securing obligations that

are not due and payable or that are being contested in good faith by appropriate

proceedings and with respect to which adequate reserves have been provided for in

accordance with OAAP;

(f) Liens securing Indebtedness permitted by clause (i) of the definition of

"Permitted Indebtedness"; provided that, the aggregate principal balance of the

USActive 16661101.38 -23-
Indebtedness at anyone time outstanding secured by such Liens shall not exceed the

greater of (x) $800,000,000 and (y) the maximum amount of Liens securing such

Indebtedness permitted to be issued or incurred by North American Group Members and

Structured Financing Subsidiaries under any Excluded First Lien Indebtedness and

Additional First Lien Indebtedness;

(g) Liens securing Swap Agreements permitted by clause (h) ofthe definition

of "Permitted Indebtedness";

(h) Liens securing Indebtedness permitted by clause G) of the definition of

"Permitted Indebtedness";

(i) customary Liens in favor of trustees and escrow agents, and netting and

set-offrights, banker's liens and the like in favor ofcounterparties to financial obligations

and instruments;

(j) Liens securing Ind~btedness incurred under Section 136 ofEISA;

(k) pledges and deposits made in the ordinary course of business in

compliance with workmen's compensation, unemployment or other insurance and other

social security laws or regulations;

(I) deposits to secure the performance of bids, trade contracts (other than for

Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety,

customs and appeal bonds, performance bonds and other obligations of a like nature, or to

secure the payment of import or customs duties, in each case incurred in the ordinary

course ofbusiness;

(m) zoning and environmental restrictions, easements, licenses,

encroachments, covenants, servitudes, rights-of-way, restrictions on use of real property

or groundwater, institutional controls and other similar encumbrances or deed restrictions

incurred in the ordinary course of business that, in the aggregate, are not substantial in

amount and do not materially detract from the value of the property subject thereto or

interfere with the ordinary conduct of the business of the Borrower or any U.S.

Subsidiary;

(n) purchase money security interests in real property, improvements thereto

or equipment or personal property hereafter acquired (or, in the case of improvements,

constructed) by the Borrower or a U.S. Subsidiary, including pursuant to Capital Lease

Obligations; provided that (i) such security interests secure Indebtedness permitted by

Section 6.9, (ii) such security interests are incurred, and the Indebtedness secured thereby

is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness

secured thereby does not exceed the lesser ofthe cost or the fair market value ofsuch real

property, improvements or equipment at the time of such acquisition (or construction)

and (iv) such security interests do not apply to any other property or assets of the

Borrower or any U.S. Subsidiary;

USActive 16661101.38 -24-
(0) judgment Liens securing judgments not constituting an Event of Default

under Section 7.l(n);

(P) any Lien consisting of rights reserved to or vested in any Governmental

Authority by statutory provision;

(q) Liens securing Indebtedness described in clauses (d), (e), (f), (n), (q) and

(s) ofthe definition of "Pennitted Indebtedness";

(r) pledges or deposits made to secure reimbursement obligations in respect

of letters of credit issued to support any obligations or liabilities described in clauses (k)

or (1) ofthis definition;

(s) Liens securing the Supplier Receivables Facility;

(t) [intentionally omitted];

(u) statutory Liens incurred or pledges or deposits made in favor of a

Governmental Authority to secure the performance of obligations ofthe Borrower and its

Subsidiaries under Environmental Laws to which any assets ofthe Borrower or any such

Subsidiary are subject;

(v) other Liens created or assumed in the ordinary course of business of the

Borrower and the U.S. Subsidiary; provided that the obligations secured by all such Liens

shall not exceed the principal amount of $50,000,000 in the aggregate at anyone time

outstanding;

(w) Liens on securities accounts (other than Liens to secure Indebtedness);

(x) Liens under industrial revenue, municipal or similar bonds, only to the

extent the corresponding Indebtedness is Pennitted Indebtedness;

(y) servicing agreements, development agreements, site plan agreements and

other agreements with Governmental Authorities pertaining to the use or development of

any of the properties and assets of the Borrower or any Subsidiary consisting of real

property, provided the same are complied with;

(z) Liens arising from security interests granted by Persons who are not

Affiliates ofthe Borrower in such Person's co-ownership interest in Intellectual Property

that such Person co-owns together with any Group Member; and

(aa) during the Challenge Period, Liens securing Reserved Claims.

"Permitted Unsecured Indebtedness": unsecured Indebtedness of the Group

Members (other than Excluded Subsidiaries) other than unsecured Indebtedness described in

clauses (a) through (r) inclusive of the definition of "Permitted Indebtedness", provided that,

(i) solely in the case of such unsecured Indebtedness incurred by the Borrower or any Domestic

Subsidiary (other than Excluded Subsidiaries), in the event that such unsecured Indebtedness,

USActive 16661101.38 -25-
when aggregated with all other Permitted Unsecured Indebtedness of the Borrower and its

Domestic Subsidiaries (other than Excluded Subsidiaries) then outstanding or to be issued or

incurred simultaneously with such unsecured Indebtedness, exceeds $1,000,000,000, then on the

date such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to

1.00 after giving pro forma effect to the incurrence ofsuch Indebtedness, (ii) with respect to any

revolving credit facility, the amount of Indebtedness for the purpose of determining compliance

with clause (i) ofthis definition shall equal the related commitment thereunder and (iii) a portion

of the Net Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to

prepay the Loans in accordance with Section 2.5(a).

"Person": any individual, corporation, company, voluntary association,

partnership, joint venture, limited liability company, trust, unincorporated association or

government (or any agency, instrumentality or political subdivision thereof) or other entity of

whatever nature.

"Plan": an employee benefit or other plan covered by Title IV of ERISA, other

than a Multiemployer Plan, which is sponsored, established, contributed to or maintained by any

Loan Party or any ERISA Affiliate, for which any ofthe Loan Parties or any oftheir respective

ERISA Affiliates could have any liability, whether actual or contingent (whether pursuant to

Section 4069 of ERISA or otherwise) or which any ofthe Loan Parties or any oftheir respective

ERISA Affiliates previously maintained or contributed to during the six years prior to the

Effective Date.

"Pledged Entity": a Subsidiary of a Loan Party whose Capital Stock is subject to

a security interest in favor ofthe Lender pursuant to the Collateral Documents.

"Pledgors": the parties set forth on Schedule 1.ID and each other Person that

makes a pledge in favor ofthe Lender under the Equity Pledge Agreement.

"Prime Rate": the rate of interest per annum publicly announced from time to

time by JPMorgan Chase Bank, N.A. (or ifJPMorgan Chase Bank, N.A. is no longer announcing

such a rate for any reason, another reference institution selected by the Lender) as its prime rate

in effect at its principal office in New York City (the Prime Rate not being intended to be the

lowest rate ofinterest charged by JPMorgan Chase Bank, N.A. or such other reference institution

in connection with extensions of credit to borrowers).

"Pro Forma Cost Savings": with respect to any period, the reduction in net costs

and related adjustments that (i) were directly attributable to an acquisition or a Disposition that

occurred during the four-quarter period or after the end ofthe four-quarter period and on or prior

to the applicable calculation date and calculated on a basis that is consistent with Regulation SX, (ii) were actually implemented by the business that was the subject of any such acquisition or

Disposition within six months after the date of the acquisition or Disposition and prior to the

applicable calculation date that are supportable and quantifiable by the underlying accounting

records ofsuch business or (iii) relate to the business that is the subject of any such acquisition or

Disposition and that the Borrower reasonably determines are probable based upon specifically

identifiable actions to be taken within six months of the date of the acquisition or Disposition

and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an officers'

USAc!ive 16661101.38 -26-
certificate, as if all such reductions in costs had been effected as ofthe beginning ofsuch period.

Pro Forma Cost Savings described above shall be set forth in a certificate delivered to the Lender

from the Borrower's chief financial officer, treasurer or assistant treasurer that outlines the

specific actions taken or to be taken, the net cost savings achieved or to be achieved from each

such action and that, in the case of clause (iii) above, such savings have been determined to be

probable.

"Prohibited Jurisdiction": any country or jurisdiction, from time to time, that is

the subject of a prohibition order (or any similar order or directive), sanctions or restrictions

promulgated or administered by any Governmental Authority ofthe United States.

"Prohibited Person": any Person:

(a) subject to the provisions ofthe Executive Order;

(b) that is owned or controlled by, or acting for or on behalf of, any person or

entity that is subject to the provisions ofthe Executive Order;

(c) with whom the Lender is prohibited from dealing or otherwise engaging in

any transaction by any terrorism or money laundering law, including the Executive

Order;

(d) who commits, threatens or conspires to commit or supports "terrorism" as

defined in the Executive Order;

(e) that is named as a "specially designated national and blocked person" on

the most current list published by the OFAC at its official website,

http://www.treas.gov/offices/enforcementlofac/sdnltllsdn.pdf or at any replacement

website or other replacement official publication ofsuch list; or

(f) who is an Affiliate or affiliated with a Person listed above.

"Property": any right or interest in or to property of any kind whatsoever,

whether real, personal or mixed and whether tangible or intangible.

"Records": all books, instrwnents, agreements, customer lists, credit files,

computer files, storage media, tapes, disks, cards, software, data, computer programs, printouts

and other computer materials and records generated by other media for the storage of

information maintained by any Person with respect to the business and operations of the Loan

Parties and the Collateral.

"Recovery Event": any settlement of or payment in respect of any property or

casualty insurance claim (other than the proceeds of any self-insurance) or any condemnation

proceeding relating to any asset of any Group Member other than an Excluded Subsidiary in

each case, in excess of (i) $25,000,000 if received by an applicable Group Member that is a

Foreign Subsidiary, or (ii) $15,000,000 ifreceived by an applicable Group Member that is not a

Foreign Subsidiary.

USAetive 16661101.38 -27-
"Register": as defined in Section 8.6(b).

"Registration Rights Agreement": the Equity Registration Rights Agreement

dated July 10, 2009 by and among the Borrower, the Lender, the Canadian Subscriber, the

VEBA and GM Oldco.

"Regulation D": Regulation D ofthe Board as in effect from time to time.

"Reinvestment Deferred Amount": with respect to any Reinvestment Event, an

amount equal to the specified portion of the Net Cash Proceeds received by any applicable

Group Member in connection therewith that is intended to be reinvested as stated in the

applicable Reinvestment Notice.

"Reinvestment Event": any Asset Sale or Recovery Event in respect ofwhich the

Borrower has delivered a Reinvestment Notice.

"Reinvestment Notice": a written notice executed by a Responsible Officer

stating that no Default or Event of Default has occurred and is continuing and that the Borrower

(directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion

of the Net Cash Proceeds of an Asset Sale or Recovery Event (or committed to be expended

pursuant to a binding contract) to acquire or repair assets useful in its business.

"Reinvestment Prepayment Amount": with respect to any Reinvestment Event,

the Reinvestment Deferred Amount relating thereto less any amount expended (or committed to

be expended pursuant to a binding contract) prior to the relevant Reinvestment Prepayment Date

to acquire or repair assets useful in the Borrower's business.

"Reinvestment Prepayment Date": with respect to any Reinvestment Event, the

earlier of (a) the date occurring one year after such Reinvestment Event and (b) the date on

which the Borrower shall have made a final determination not to, or shall have otherwise ceased

to, acquire or repair assets useful in the Borrower's business with all or any portion of the

relevant Reinvestment Deferred Amount.

"Related Transactions": each of the transactions described in the Transaction

Documents.

"Relevant Period": the period beginning on the Effective Date and ending on the

date that is the latest to occur of the date the Treasury ceases to own any (i) direct or indirect

Capital Stock in the Borrower and (ii) Loans hereunder.

"Reportable Event": any of the events set forth in section 4043(c) of ERISA or

the regulations issued thereunder, other than those events as to which the thirty day notice period

referred to in section 4043(c) ofERISA have been waived.

"Requirements of Law": as to any Person, the Certificate of Incorporation and

By-Laws or other organizational or governing documents of such Person, and any law, treaty,

rule or regulation or determination of an arbitrator or a court of competent jurisdiction or other

USActive 16661101.38 -28-
Governmental Authority, in each case applicable to and binding upon such Person and any ofits

property, and to which such Person and any ofits property is subject.

"Reserve Disbursement": as defined in Section 4.2(a)(iii).

"Reserve Funds": a portion of the Loans deposited on or prior to the Effective

Date into the Escrow Account in an amount equal to $16,425,000,000, which shall be disbursed

in accordance with Section 4.2.

"Reserve Notice": with respect to any request for a Reserve Disbursement

hereunder, a notice from the Borrower delivered to the Lender, substantially in the form of

Exhibit H-I.

"Reserve Reporting Termination Date": the date that is the earlier of (i) the date

that the balance ofthe Escrow Account is zero and (ii) June 30,2010.

"Reserved Claims": as defined in the Final DIP Order.

"Responsible Officer": as to any Person, the chief executive officer or, with

respect to financial matters (including, without limitation those matters set forth in

Section 5.2(h)), the chief financial officer, treasurer or assistant treasurer of such Person, an

individual so designated from time to time by such Person's board of directors or, for the

purposes of Section 5.2 only (other than Section 5.2(h)), the secretary or an assistant secretary of

the Borrower, or, in the event any such officer is unavailable at any time he or she is required to

take any action hereunder, "Responsible Officer" shall mean any officer authorized to act on

such officer's behalf as demonstrated by a certificate or corporate resolution (or equivalent);

provided that the Lender is notified in writing of the identity of such Responsible Officer.

Unless otherwise qualified, all references to "Responsible Officer" in this Agreement shall refer

to a Responsible Officer ofthe Borrower.

"Restricted Cash": cash, in whatever currency of denomination, and Cash

Equivalents of the Borrower or any of its Subsidiaries (i) that is subject to a Lien (other than

(x) the Liens created pursuant to the Collateral Documents, (y) ordinary course set-off rights of

depository banks for charges and fees related to amounts held therewith and (z) Liens for the

benefit of any Loan Party arising under intercompany transactions), or (ii) the use of which is

otherwise restricted pursuant to any Requirement of Law or Contractual Obligation.

Notwithstanding the foregoing, none of the cash, in whatever currency of denomination, and

Cash Equivalents of the Borrower or any of its Subsidiaries deposited with a trustee of the

VEBA or any other short-term or long-term voluntary employee's beneficiary association which

the Borrower or relevant Subsidiary may access on an unrestricted basis for use in its business

shall constitute Restricted Cash.

"Restricted Payments": as defined in Section 6.5.

"S&P": Standard & Poor's Ratings Services, a division of The McGraw-Hill

Companies and its successors.

USAct;ve 16661101.38 -29-
"Sale/Leaseback Transaction": any arrangement with any Person providing for

the leasing by any Group Member (other than any Excluded Subsidiary, except Financing

Subsidiaries) of real or personal property that has been or is to be sold or transferred by the

applicable Group Member to such Person, including any other Person to whom funds have been

or are to be advanced by such Person on the security ofsuch property or rental obligations ofthe

applicable Group Member.

"SEC": the Securities and Exchange Commission, any successor thereto and any

analogous Governmental Authority.

"Section 363 Sale": as defined in Section 4.1(b).

"Section 363 Sale Order": as defined in Section 4.1 (b).

"Securities Act": the United States Securities Act of 1933, as amended.

"Securitization Subsidiarv": any Subsidiary formed for the purpose of, and that

engages in, one or more receivables or securitization financing facilities and other activities

reasonably related thereto.

"Sellers": as defined in the recitals hereto.

"Senior Emolovee": any of the 25 most highly compensated employees

(including the SEOs) ofthe Borrower and its Subsidiaries, as determined pursuant to the rules set

forth in 31 C.F.R. Part 30.

"SEO": a Senior Executive Officer as defined in the EESA and any interpretation

ofsuch term by the Treasury thereunder, including the rules set forth in 31 C.F.R. Part 30.

"Special Inspector General of the Troubled Asset Relief Program": The Special

Inspector General of the Troubled Asset Relief Program, as contemplated by Section 121 of the

EESA.

"Specified Benefit Plan": any employee benefit plan within the meaning of

section 3(3) of ERISA and any other plan, arrangement or agreement which provides for

compensation, benefits, fringe benefits or other remuneration to any employee, former employee,

individual independent contractor or director, including any bonus, incentive, supplemental

retirement plan, golden parachute, employment, individual consulting, change of control, bonus

or retention agreement, whether provided directly or indirectly by any Group Member or

otherwise.

"Stockholders Agreement": the Stockholders Agreement dated as of July 10,

2009 among the Borrower, the Lender, the Canadian Subscriber and the VEBA.

"Structured Financing": Indebtedness (including any Sale/Leaseback

Transaction) issued or incurred by any Structured Financing Subsidiary.

USActive 16661101.38 -30-
"Structured Financing Subsidiary": any Financing Subsidiary or Securitization

Subsidiary.

"Subsidiary": with respect to any Person, any corporation, partnership, limited

liability company or other entity ofwhich at least a majority ofthe securities or other ownership

interests having by the terms thereof ordinary voting power to elect a majority of the board of

directors or other persons performing similar functions ofsuch corporation, partnership or other

entity (irrespective of whether or not at the time securities or other ownership interests of any

other class or classes ofsuch corporation, partnership or other entity shall have or shall have the

right to have voting power by reason ofthe happening of any contingency) is at the time directly

or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or

by such Person and one or more Subsidiaries of such Person. Unless otherwise qualified, all

references to a "Subsidiary" or "Subsidiaries" in this Agreement shall refer to a Subsidiary or

Subsidiaries ofthe Borrower.

"Supplier Receivables Facility": that certain Credit Agreement, dated as of

April 3, 2009, between Supplier SPY and the Treasury.

"Supplier SPV": OM Supplier Receivables LLC, a Delaware limited liability

company.

"Swap Agreement": any agreement with respect to any swap, forward, future or

derivative transaction or option or similar agreement involving, or settled by reference to, one or

more rates, currencies, commodities, equity or debt instruments or securities, or economic,

financial or pricing indices or measures of economic, financial or pricing risk or value or any

similar transaction or any combination of these transactions; provided that no phantom stock or

similar plan providing for payments only on account of services provided by current or former

directors, officers, employees or consultants ofthe Borrower or any ofits Subsidiaries shall be a

"Swap Agreement."

"TARP Covenants": the collective reference to the affirmative covenants m

Sections 5.2(1), 5.2(m), 5.16, 5.17, 5.18, 5.19, 5.20, 5.21, 5.25 and 5.27.

"taxes": except as the context otherwise requires, all taxes of any kind or nature

whatsoever together with penalties, fines, additions to tax and interest thereon.

''Trademark Licenses": all licenses, contracts or other agreements, whether

written or oral, naming any Loan Party as licensor or licensee and providing for the grant of any

right concerning any Trademark, together with any goodwill connected with and symbolized by

any such trademark licenses, contracts or agreements and the right to prepare for sale or lease

and sell or lease any and all inventory now or hereafter owned by any Loan Party and now or

hereafter covered by such licenses (including, without limitation, all Trademark Licenses

described in Schedule 3.25 hereto).

"Trademarks": all domestic and foreign trademarks, service marks, collective

marks, certification marks, trade dress, trade names, corporate names, business names, d/b/a's,

Internet domain names, designs, logos and other source or business identifiers and all general

intangibles of like nature, now or hereafter owned, adopted, or acquired by any Loan Party

USActive 16661101.38 -31-
(including, without limitation, all domestic and foreign trademarks, service marks, collective

marks, certification marks, trade dress, trade names, business names, d1b/as, Internet domain

names, designs, logos and other source or business identifiers described in Schedule 3.25 hereto),

all applications, registrations and recordings thereof (including, without limitation, applications,

registrations and recordings in the United States Patent and Trademark Office or in any similar

office or agency of the United States, any state thereof or any other country or any political

subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill

ofthe business symbolized by such marks.

"Trading With the Enemy Act": as defined in Section 3.19.

"Transaction Documents": Each of, and collectively, (i) the Master Transaction

Agreement, (ii) the Section 363 Sale Order, (iii) the Borrower's Organizational Documents,

(iv) the UAW Retiree Settlement Agreement, (v) the Transition Services Agreement and (vi) the

related manufacturing agreements, asset purchase agreements, organizational documents, finance

support agreements and all other related documentation, each as amended, supplemented or

modified from time to time in accordance with Section 6.6.

"Transferee": any Assignee or Participant.

"Transition Services Agreement": as defined III the Master Transaction

Agreement.

"Treasurv": as defined in the preamble hereto.

"Treasury's Percentage": on any date of determination, (i) in the event that the

Treasury is the sole Lender party to this Agreement, 100%, and (ii) in the event that there is more

than one Lender party to this Agreement, a percentage equal to (x) the aggregate outstanding

principal balance of the Loans held by the Treasury on such date divided Qy (y) the aggregate

outstanding principal balance ofthe Loans of all Lenders on such date.

''U.S. Subsidiary": any Subsidiary of any Loan Party that is organized or existing

under the laws ofthe United States or any state thereof or the District ofColumbia.

"UAW": the International Union, United Automobile, Aerospace and

Agricultural1mplement Workers ofAmerica.

"UAW Retiree Settlement Agreement": as defined in the Master Transaction

Agreement.

"Uniform Commercial Code": the Uniform Commercial Code as in effect from

time to time in any applicable jurisdiction.

"United States": the United States ofAmerica.

''United States Subscription Agreement": as defined in the Canadian Facility.

"USA PATRIOT Act": as defined in Section 3.18(d).

USAc!ive 16661101.38 -32-
"UST Facility Percentage": on any date of determination, a percentage equal to

(x) the aggregate outstanding principal balance of the Loans on such date divided Qy (y) an

amount equal to the sum of (i) the aggregate outstanding principal balance ofthe Loans on such

date and (ii) the aggregate Outstanding Principal ofthe VEBA Note Facility on such date.

"UST Rejection Notice": a notice from UST to the Borrower rejecting a

mandatory prepayment under this Agreement following the initial offer to repay the loans

thereunder in accordance with Section 2.5(i) hereof.

"VEBA": the trust fund established pursuant to the UAW Retiree Settlement

Agreement.

"VEBA Note Facility": the Secured Note Agreement by and between the VEBA

and the Borrower due July 15,2017 in an original principal amount of $2,500,000,000 in form

and substance substantially similar to this Agreement and otherwise satisfactory to the Lender, as

the same may be amended, restated, supplemented or modified from time to time hereafter in

accordance with the terms and conditions ofthis Agreement, the other Loan Documents, and the

Intercreditor Agreement.

"VEBA Rejection Notice": a notice from the VEBA to the Borrower rejecting a

mandatory prepayment under the VEBA Note Facility following the initial offer to prepay the

notes thereunder in accordance with Section 2.5(g) ofthe VEBA Note Facility.

"Vitality Commitment": the covenant set forth in Section 5.27.

"Vitality Commitment Period": the period described in Section 5.27(b).

"Warranty Administration Agreement": as defined in Section 4.1(v).

"Warranty Amendment": as defined in Section 4.1(v).

"Wholly Owned Subsidiary": as to any Person, any other Person all of the

Capital Stock of which (other than directors' qualifYing shares required by law) is owned by

such Person directly and/or through other Wholly Owned Subsidiaries.

"Wind-Down Credit Agreement": the $1,175,000,000 Amended and Restated

Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of the date hereof,

among OM Oldco, the guarantors parties thereto, the Treasury, the Canadian Lender and the

other lenders parties thereto from time to time.

"Wind-Down Loan": the "Loan" as defined III the Wind-Down Credit

Agreement.

"Withdrawal Liability": liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I

of Subtitle E ofTitle N ofERISA.

USActive 16661101.38 -33-
1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all

terms defined in this Agreement shall have the defined meanings when used in the other Loan

Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or

other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to

Group Members not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to

the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the

words "include," "includes" and "including" shall be deemed to be followed by the phrase

"without limitation," (iii) the word "incur" shall be construed to mean incur, create, issue,

assume, become liable in respect of or suffer to exist (and the words "incurred" and "incurrence"

shall have correlative meanings), (iv) the words "asset" and "property" shall be construed to

have the same meaning and effect and to refer to any and all tangible and intangible assets and

properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and

contract rights, (v) references to agreements or other Contractual Obligations shall, unless

otherwise specified, be deemed to refer to such agreements or Contractual Obligations as

amended, supplemented, restated or otherwise modified from time to time, (vi) references to any

Person shall include its successors and assigns and (vii) references to any statute, rule or

regulation shall be to such statute as amended or modified from time to time and to any

successor legislation, rule or regulation thereto, in each case as in effect at the time any such

reference is operative.

(c) The words "hereof," "herein" and "hereunder" and words of similar

import, when used in this Agreement, shall refer to this Agreement as a whole (including the

Schedules and Exhibits hereto) and not to any particular provision of this Agreement (or the

Schedules and Exhibits hereto), and Section, Schedule and Exhibit references are to this

Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to

both the singular and plural forms ofsuch terms.

(e) It is understood and agreed that any reference to the terms "Subsidiary"

and "Affiliate" shall not be deemed or interpreted to include GMAC; provided that, the

ownership thereof by the Borrower does not increase beyond the amount owned immediately

following the consummation ofthe transactions contemplated by the GMAC Reorganization.

1.3. Conversion of Foreign Currencies. (a) For purposes of this Agreement

and the other Loan Documents, with respect to any monetary amounts in a currency other than

Dollars, the Dollar Equivalent thereof shall be determined based on the Exchange Rate in effect

at the time ofsuch determination (unless otherwise explicitly provided herein).

(b) The Lender may set up appropriate rounding off mechanisms or otherwise

round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to

ensure amounts owing by any party hereunder or that otherwise need to be calculated or

converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or

appropriate.

USActive 16661101.38 -34-
SECTION 2

AMOUNT AND TERMS OF LOANS

2.1. Loans. On the Effective Date, pursuant to the Newco Loan Assumption

Agreement, the Borrower has assumed the obligations under the DIP Credit Agreement with

respect to a portion of the Tranche B Term Loans (as defined in the DIP Credit Agreement) in

Dollars made by the Lender to GM Oldco and in the aggregate amount of $7,072,488,605 (the

"Loans"). The Loans may from time to time be Eurodollar Loans or, solely in the circumstances

specified in Section 2.8, ABR Loans. Loans repaid or prepaid may not be reborrowed.

2.2. [Intentionally Omitted].

2.3. Repayment of Loans; Evidence ofDebt. (a) The Loans shall be repayable

on the Maturity Date.

(b) Pursuant to Section 4.1(a), the Borrower shall execute and deliver the

Initial Note on the Effective Date. Following any assignment or transfer of the Loans pursuant

to Section 8.6, the Borrower agrees that, upon the request of the Lender, the Borrower shall

promptly execute and deliver to the Lender Notes reflecting the Loans assigned or transferred

and the Loans retained by the Lender, if any.

2.4. Optional Prepayments. The Borrower may at any time and from time to

time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice

delivered to the Lender no later than 12:00 noon (New York City time) three Business Days prior

to the date such prepayment is requested to be made, which notice shall specifY the date ofsuch

prepayment and the amount of such prepayment; provided that if the Loans are prepaid on any

day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay

any amounts owing pursuant to Section 2.10. If any such notice is given, the amount specified in

such notice shall be due and payable on the date specified therein, together with accrued interest

to such date on the amount prepaid and shall be applied as provided in Section 2.5(d). Partial

prepayments of Loans shall be in an aggregate principal amount of $100,000,000 or a whole

multiple thereof or, ifless, the entire principal amount thereofthen outstanding.

2.5. Mandatory Prepayments. (a) If any Additional First Lien Indebtedness or

Permitted Unsecured Indebtedness is incurred by any Group Member (other than an Excluded

Subsidiary), then promptly upon such incurrence (and in any case not more than twenty Business

Days thereafter), the Loans shall be prepaid by an amount equal to the Applicable Net Cash

Proceeds of such incurrence, as set forth in Section 2.5(d). If any amount in respect of

Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a

prepayment of the Loans pursuant to clause (n) of the definition of "Permitted Indebtedness,"

then promptly upon the occurrence of such Sale/Leaseback Transaction (and in any case not

more than twenty Business Days thereafter), the Loans shall be prepaid by an amount equal to

the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in

Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S.

Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be

applied pursuant to Section 2.5(d) to the prepayment ofthe Loans shall be subject to reduction to

USAetive 16661101.38 -35-
the extent that expatriation of such Applicable Net Cash Proceeds (i) would result in material

adverse tax or legal consequences (including, without limitation, violation of Contractual

Obligations), (ii) would be reasonably likely to result in adverse personal liability of any director

of any applicable Group Member, or (iii) would result in the insolvency of the applicable Nonu.s. Subsidiary. The provisions ofthis Section do not constitute a consent to the incurrence of

any Indebtedness by any Group Member to which consent is otherwise required under this

Agreement or the other Loan Documents. Notwithstanding the foregoing, no prepayment shall

be required under this Section 2.5(a) if (A) the aggregate principal amount of Indebtedness and

any Attributable Obligations incurred by the applicable Group Member on the date ofincurrence

does not exceed $5,000,000, or (B) the Indebtedness was incurred or issued by a Foreign

Subsidiary, General Motors China, Inc. or GM APO Holdings LLC solely for the purpose of

funding operations outside the United States and Canada.

(b) If on any date any Group Member other than an Excluded Subsidiary shall

receive Net Cash Proceeds from any Asset Sale, Recovery Event or Extraordinary Receipt, then

unless a Reinvestment Notice shall be delivered in respect of any Asset Sale or Recovery Event,

promptly upon receipt by such Group Member of such Net Cash Proceeds (and in any case not

more than twenty Business Days thereafter), the Loans shall be prepaid by an amount equal to

the amount of such Net Cash Proceeds, as set forth in Section 2.5(d); provided that, on each

Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the

Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth

in Section 2.5(d). With respect to any Net Cash Proceeds realized or received by an applicable

Non-U.S. Subsidiary in connection with any Asset Sale, Recovery Event or Extraordinary

Receipt, the aggregate amount ofsuch Net Cash Proceeds required to be applied pursuant to this

Section 2.5(b) to the prepayment of the Loans shall be subject to reduction to the extent that

expatriation of such Net Cash Proceeds (i) would result in material adverse tax or legal

consequences (including, without limitation, violation of Contractual Obligations), (ii) would be

reasonably likely to result in adverse personal liability of any director of any applicable Group

Member, or (iii) would result in the insolvency of the applicable Non-U.S. Subsidiary. The

provisions of this Section 2.5(b) do not constitute a consent to the consummation of any

Disposition not permitted by Section 6.12.

(c) [Intentionally omitted].

(d) Amounts to be applied in connection with prepayments made pursuant to

Section 2.4 and this Section 2.5 shall be applied, (i) first, to pay accrued and unpaid interest in

respect of the Loans and all other Obligations then due and payable other than principal under

the Loans, and (ii) second, to repay the Loans. Any such prepayment shall be accompanied by a

notice to the Lender specifying the amount ofsuch prepayment.

(e) On the date the GM Warranty Commitment Program shall have been

terminated in accordance with the Warranty Administration Agreement, amounts received by the

Lender pursuant to the Warranty Administration Agreement as a distribution upon the

Termination Date (as defined in the Warranty Administration Agreement) shall be applied by

Lender as a prepayment ofthe Loans as set forth in Section 2.5(d).

USAclive 16661101.38 -36-
(f) Notwithstanding anything to the contrary in the Loan Documents, if, on

June 30, 2010 any funds remain on deposit in the Escrow Account, the Borrower shall, or shall

cause the Escrow Bank to, apply an amount equal to 83.898% ofsuch funds to the prepayment of

the Loans as set forth in Section 2.5(d), provided that, the Borrower may request that the date on

which all or a portion of such funds shall be applied to such prepayment be extended to a date

not later than June 30, 2011, which may be consented to by the Lender in its sole discretion.

(g) Notwithstanding anything to the contrary in Section 2.5(d), with respect to

the amount of any mandatory prepayment required to be made pursuant to Section 2.5(a) or

2.5(b) (the "Mandatory Prepayment Amount"), at any time when the Treasury is a Lender

hereunder, the Borrower may, in lieu of applying the Treasury's Percentage of such amount to

the prepayment of the Treasury's Loans as provided in Section 2.5(d), on the date specified in

Section 2.5(a) or 2.5(b), as applicable (the "Offer Date"), for such prepayment, deliver a written

offer to the Treasury to permit the Treasury to decline all or a portion of such mandatory

prepayment; provided that, the Borrower shall pay to each Lender other than the Treasury such

Lender's pro rata share ofsuch mandatory prepayment as otherwise required by Section 2.5(a) or

2.5(b), as applicable. If, no later than 5 Business Days following the Offer Date (the "Mandatory

Prepayment Date"), (i) the Treasury and the Borrower have mutually agreed, the Treasury may

deliver a written notice to reject (a "UST Rejection Notice") all or a portion of the applicable

Mandatory Prepayment Amount (such rejected amount, the "Rejected Prepayment Amount"),

and the Borrower shall offer to apply the Rejected Prepayment Amount to the Canadian Facility

and the VEBA Note Facility in accordance with Section 2.5(h), and (ii) otherwise, the Treasury's

Loan shall be repaid on the Mandatory Prepayment Date, together with all accrued and unpaid

interest thereon. For avoidance of doubt, the Treasury is the sole Lender that may reject a

mandatory prepayment pursuant to this Section 2.5(g) and such right shall not be available to any

other Lender.

(h) In the event that there is any Rejected Prepayment Amount relating to a

mandatory prepayment required to be made pursuant to Section 2.5(a) and the Canadian Lender

is a lender under the Canadian Facility or the VEBA is a noteholder under the VEBA Note

Facility, the Borrower shall offer to apply the Rejected Prepayment Amount to the loans under

the Canadian Facility and the notes under the VEBA Note Facility on the date that is five

Business Days after the date the Treasury has delivered a UST Rejection Notice, as follows:

(i) if the VEBA is no longer a noteholder under the VEBA Note

Facility, the entire Rejected Prepayment Amount shall be offered to the Canadian Lender

as a prepayment ofthe Canadian Facility in accordance with the terms of Section 2.07(d)

ofthe Canadian Facility;

(ii) if the Canadian Lender is no longer a lender under the Canadian

Facility, the entire Rejected Prepayment Amount shall be offered to the VEBA as a

prepayment of the VEBA Note Facility in accordance with Section 2.50) of the VEBA

Note Facility; or

(iii) otherwise, the Rejected Prepayment Amount shall be offered to

both the Canadian Lender and the VEBA on a pro rata basis based on the aggregate

outstanding principal balance of the Canadian Lender's loans outstanding under the

USActive 16661101.38 -37-
Canadian Facility on the date of such offer and the portion of the Outstanding Principal

(as defined in the VEBA Note Facility) attributable to the Notes (as defined in the VEBA

Note Facility) held by the VEBA on the date ofsuch offer.

Any amounts rejected by the Canadian Lender or the VEBA, as applicable, following any offer

pursuant to this Section 2.5(h) may be retained by the Borrower. In the event that the Canadian

Lender is no longer a lender under the Canadian Facility and the VEBA is no longer a noteholder

under the VEBA Note Facility, the Borrower may retain any Rejected Prepayment Amount;

provided that, the Borrower may not use any portion of any Rejected Prepayment Amount to

make an optional prepayment pursuant to Section 2.4.

(i) In the event that there is any Rejected Prepayment Amount relating to a

mandatory prepayment required to be made pursuant to Section 2.5(b) and the VEBA is a

noteholder under the VEBA Note Facility, the Borrower shall offer to apply the Rejected

Prepayment Amount to the VEBA Note Facility on the date that is five Business Days after the

date the Treasury has delivered a UST Rejection Notice, in accordance with Section 2.5(j) ofthe

VEBA Note Facility. Any amounts rejected by the VEBA following any offer pursuant to

Section 2.5(j) ofthe VEBA Note Facility may be retained by the Borrower. In the event that the

VEBA is no longer a noteholder under the VEBA Note Facility, the Borrower may retain any

Rejected Prepayment Amount relating to a mandatory prepayment required to be made pursuant

to Section 2.5(b); provided that, the Borrower may not use any portion of any Rejected

Prepayment Amount to make an optional prepayment pursuant to Section 2.4.

(j) If on any date, the Borrower or GM Canada shall have received a

Canadian Lender Rejection Notice or a VEBA Rejection Notice, the Borrower shall at any time

when the Treasury is a Lender hereunder, deliver a written offer to the Treasury to prepay on the

date that is five Business Days after the date of the Canadian Lender Rejection Notice or the

VEBA Rejection Notice, as applicable, the Loans held by the Treasury by an amount equal to the

Applicable Rejected Prepayment Amount. The Treasury may, in its sole discretion, elect to

reject all or a portion of such Applicable Rejected Prepayment Amount. Any amounts rejected

by the Treasury following any offer pursuant to this Section 2.5(j) may be retained by the

Borrower; provided that, the Borrower may not use any portion of any Applicable Rejected

Prepayment Amount to make an optional prepayment pursuant to Section 2.4. For the avoidance

of doubt, the Treasury is the sole Lender that shall be offered, and shall have the right to reject,

any Applicable Rejected Prepayment Amount.

(k) Notwithstanding anything to the contrary set forth herein, the Borrower

shall not be required to make an offer to any ofthe Treasury, the Canadian Lender or the VEBA

pursuant to Section 2.5(g), (h), (i) or (j) in excess of the outstanding principal balance of the

Treasury's Loans, the outstanding principal balance of the Canadian Lender's loans under the

Canadian Facility, or the Outstanding Principal ofthe VEBA under the VEBA Note Facility, as

applicable.

2.6. Interest Rates and Payment Dates/Fee Payment Dates/Fees. (a) Each

Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto

at a rate per annum equal to the Eurodollar Rate detennined for such Interest Period plus the

Applicable Margin.

USAct;ve 16661101.38 -38-
(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR

plus the Applicable Margin.

(c) When any Event of Default has occurred and is continuing and the Lender

has determined in its sole discretion not to permit such continuations, no Eurodollar Loan may be

continued as such.

(d) If at any time any Event ofDefault shall have occurred and be continuing,

(i) all outstanding Loans shall bear interest at a rate per annum equal to the rate that would

otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.6 plus 2%

per annum, which, in the sole discretion ofthe Lender, may be the rate ofinterest then applicable

to ABR Loans, and (ii) all other outstanding Obligations shall bear interest at 2% above the rate

per annum equal to the rate ofinterest then applicable to ABR Loans.

(e) [Intentionally omitted].

(f) Interest shall be payable in arrears on each Interest Payment Date,

provided that interest accruing pursuant to paragraph (d) ofthis Section 2.6 shall be payable from

time to time on demand.

2.7. Computation of Interest and Fees. (a) Interest and fees payable pursuant

hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that

with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime

Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-) day year for the

actual days elapsed. The Lender shall, as soon as practicable, and promptly, notify the Borrower

of each determination of a Eurodollar Rate. Any change in the interest rate on the Loans

resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become

effective as ofthe opening ofbusiness on the day on which such change becomes effective. The

Lender shall, as soon as practicable, and promptly, notify the Borrower ofthe effective date and

the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Lender pursuant to any

provision of this Agreement shall be conclusive and binding on the Borrower in the absence of

manifest error. The Lender shall, at the request of the Borrower, deliver to the Borrower a

statement showing the quotations used by the Lender in determining any interest rate pursuant to

Section 2.7(a).

2.8. Inability to Determine Interest Rate; Illegality. (a) If prior to the first day

of any Interest Period:

(i) the Lender shall have determined (which determination shall be

conclusive and binding upon the Borrower) that, by reason of circumstances affecting the

relevant market, adequate and reasonable means do not exist for ascertaining the

Eurodollar Rate for such Interest Period, or

(ii) the Lender shall have determined that the Eurodollar Rate

determined or to be determined for such Interest Period will not adequately and fairly

USActive 16661101.38 -39-
reflect the cost to the Lender (as conclusively certified by the Lender) of making or

maintaining its Loans during such Interest Period;

the Lender shall give telecopy or telephonic notice thereofto the Borrower as soon as practicable

thereafter. Ifsuch notice is given pursuant to clause (i) or (ii) ofthis Section 2.8(a) in respect of

Eurodollar Loans, then any outstanding Eurodollar Loans shall be converted, on the last day of

the then-current Interest Period, to ABR Loans. Until such relevant notice has been withdrawn

by the Lender, the Borrower shall not have the right to convert ABR Loans to Eurodollar Loans.

(b) If the adoption of or any change in any Requirement of Law or in the

interpretation or application thereof shall make it unlawful for the Lender to maintain Eurodollar

Loans as contemplated by this Agreement, the Lender shall give notice thereof to the Borrower

describing the relevant provisions of such Requirement of Law, following which the Lender's

outstanding Eurodollar Loans shall be converted automatically on the last day ofthe then current

Interest Periods with respect to such Loans (or within such earlier period as shall be required by

law) to ABR Loans. If any such conversion or prepayment of a Eurodollar Loan occurs on a day

which is not the last day of the then current Interest Period with respect thereto, the Borrower

shall pay to the Lender such amounts, if any, as may be required pursuant to Section 2.10.

2.9. Treatment ofPavrnents. (a) [Intentionally omitted].

(b) Amounts paid on account ofthe Loans may not be reborrowed.

(c) [Intentionally omitted].

(d) All payments (including prepayments) to be made by the Borrower

hereunder, whether on account of principal, interest, fees or otherwise, shall be made without

setoff or counterclaim and shall be made prior to 3:00 p.m. (New York City time) on the due date

thereofto the Lender at its Funding Office, in Dollars and in immediately available funds. If any

payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on

a day other than a Business Day, such payment shall be extended to the next succeeding

Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other

than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day

unless the result of such extension would be to extend such payment into another calendar

month, in which event such payment shall be made on the immediately preceding Business Day.

In the case of any extension of any payment of principal pursuant to the preceding two sentences,

interest thereon shall be payable at the then applicable rate during such extension.

2.10. Indemnity. The Borrower agrees to indemnifY the Lender for, and to hold

the Lender harmless from, any loss or expense that the Lender may sustain or incur as a

consequence of (a) default by the Borrower in making any prepayment after the Borrower has

given a notice thereofin accordance with the provisions ofthis Agreement or (b) the making of a

prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with

respect thereto. Such indemnification may include an amount equal to the excess, if any, of

(i) the amount ofinterest that would have accrued on the amount so prepaid for the period from

the date ofsuch prepayment to the last day ofsuch Interest Period in each case at the applicable

rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin

USActive 16661101.38 -40-
included therein, if any) over (ii) the amount ofinterest (as reasonably detennined by the Lender)

that would have accrued to the Lender on such amount by placing such amount on deposit for a

comparable period with leading banks in the interbank Eurodollar market. A certificate as to any

amounts payable pursuant to this Section 2.10 submitted to the Borrower by the Lender shall be

conclusive in the absence ofmanifest error and shall be payable within 30 days ofreceipt of any

such notice. The agreements in this Section 2.10 shall survive the tennination ofthis Agreement

and the payment ofthe Loans and all other amounts payable hereunder.

2.11. [Intentionally Omittedl.

2.12. Taxes. (a) Except as required by Applicable Law, all payments made by

the Borrower under this Agreement or any other Loan Document shall be made free and clear of,

and without deduction or withholding for or on account of, any present or future income, stamp

or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter

imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net

or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu

ofnet or overall gross income taxes), capital taxes and branch profit taxes imposed on the Lender

as a result of a present or fonner connection between the Lender and the jurisdiction of the

Governmental Authority imposing such tax or any political subdivision or taxing authority

thereof or therein (other than any such connection arising solely from the Lender's having

executed, delivered or perfonned its obligations or received a payment under, or enforced, this

Agreement or any other Loan Document). If any such non-excluded taxes (such taxes, excluding

Excluded Taxes, "Non-Excluded Taxes") are required to be withheld from any amounts payable

by the Borrower to the Lender hereunder, the amounts so payable to the Lender shall be

increased so that after making or allowing for all such required withholdings (including

withholdings applicable to additional amounts payable under this Section 2.12) the Lender

receives an amount equal to the sum it would have received had no such withholdings been

required; provided, however, that the Borrower shall not be required to increase any such

amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable

to the Lender's failure to comply with the requirements of paragraph (d) of this Section 2.12,

(ii) taxes imposed by way of withholding on net or gross income, but not excluding such taxes

arising as a result of a change in Applicable Law occurring after (A) the date that the Lender

became a party to this Agreement (unless after that date the Lender has designated a new lending

office, in which case sub-clause (C) below shall apply), or (B) with respect to an assignment,

acquisition or grant of a participation, the effective date of such assignment, acquisition or

participation, except to the extent that the Lender's predecessor was entitled to such amounts, or

(C) with respect to the designation of a new lending office, the effective date ofsuch designation,

except to the extent the Lender was entitled to receive such amounts with respect to its previous

lending office, and (iii) taxes resulting from the Lender's gross negligence or willful misconduct

(collectively, and together with the taxes excluded by the first sentence of this Section 2.12,

"Excluded Taxes").

(b) In addition, the Borrower shall pay any Other Taxes to the relevant

Governmental Authority in accordance with Applicable Law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the

Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender, a certified

USAclive 16661101.38 -41-
copy of an original official receipt received by the Borrower showing payment thereof (or if an

official receipt is not available, such other evidence of payment as shall be reasonably

satisfactory to such Lender). If the Borrower fails to pay any Non-Excluded Taxes or Other

Taxes required to be paid by the Borrower under this Section 2.12 when due to the appropriate

taxing authority or fails to remit to the Lender the required receipts or other required

documentary evidence, the Borrower shall indemnify the Lender and hold the Lender harmless

against any such Non-Excluded Taxes or Other Taxes and for any incremental taxes, interest or

penalties that may become payable by the Lender as a result of any such failure to remit or pay.

The agreements in this Section 2.12 shall survive the termination of this Agreement and the

payment ofthe Loan and all other amounts payable hereunder.

(d) Each Lender (or any Transferee) (other than the United States government

(including the Treasury» that either (A) is not incorporated under the laws of the United States,

any state thereof, or the District of Columbia or (B) whose name does not include

"Incorporated," "Inc.," "Corporation," "Corp.," "P.C.," "insurance company," or "assurance

company" (a "Non-U.S. Lender") shall deliver to the Borrower, so long as such Lender is legally

entitled to do so, two originals of either U.S. Internal Revenue Service Form W-9, Form W8BEN, Form W-8EXP, Form W-8ECI, or in the case of a Non-U.S. Lender claiming exemption

from U.S. federal withholding tax under Section 871 (h) or 881(c) of the Code with respect to

payment of "portfolio interest", a Form W-8BEN (along with a statement as to certain

requirements in order to claim an exemption for "portfolio interest" reasonably acceptable to the

Borrower), or Form W-8IMY (with applicable attachments), or any subsequent versions thereof

or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming

a complete exemption from (or reduced rate of) United States federal withholding tax on all

payments by the Borrower under this Agreement or any other Loan Document. In addition, each

Lender shall provide any other U.S. tax forms (with applicable attachments) as will reduce or

eliminate United States federal withholding tax on payments by the Borrower under this

Agreement or any other Loan Document. Each Lender (other than the United States government

(including the Treasury» shall provide the appropriate documentation under this clause (d) at the

following times: (1) prior to the first payment date after becoming a party to this Agreement,

(2) upon a change in circumstances or upon a change in law, in each case, requiring or making

appropriate a new or additional form, certificate or documentation, (3) upon or before the

expiration, obsolescence or invalidity of any documentation previously provided to the Borrower

and (4) upon reasonable request by the Borrower. Ifthe Lender is entitled to an exemption from

or reduction of withholding tax under the law of the jurisdiction in which the Borrower is

located, or any treaty to which such jurisdiction is a party, with respect to payments under this

Agreement, then the Lender shall deliver to the Borrower, at the time or times prescribed by

Applicable Law or reasonably requested by the Borrower, such properly completed and executed

documentation as will permit such payments to be made without withholding or at a reduced

rate, provided that the Lender is legally entitled to complete, execute and deliver such

documentation and in the Lender's reasonable judgment such completion, execution or

submission would not materially prejudice the legal position ofthe Lender.

(e) If the Lender determines that it has received a refund, credit, or other

reduction of taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower,

as to which it has been indemnified by the Borrower, or with respect to which the Borrower has

paid additional amounts pursuant to this Section 2.12, the Lender shall within 60 days from the

USActive 16661101.38 -42-
date of actual receipt of such refund or the filing of the tax return in which such credit or other

reduction results in a lower tax payment, pay over such refund or the amount of such tax

reduction to the Borrower (but only to the extent of such Non-Excluded Taxes or Other Taxes

paid by the Borrower, indemnity payments made by the Borrower with respect to such NonExcluded Taxes or Other Taxes, or additional amounts paid by the Borrower with respect to such

Non-Excluded Taxes or Other Taxes, as applicable), net of all out of pocket expenses of the

Lender, and without interest (other than interest paid by the relevant Govermnental Authority

with respect to such refund). Notwithstanding anything to the contrary in this Agreement, upon

the request of the Lender, the Borrower agrees to repay any amount paid over to the Borrower

pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if the

Lender is required to repay such amount to the taxing Govermnental Authority. This paragraph

shall not be construed to (i) interfere with the rights of any Lender to arrange its tax affairs in

whatever manner it sees fit, (ii) obligate any Lender to claim any tax refund, (iii) require any

Lender to make available its tax returns (or any other information relating to its taxes or any

computation with respect thereof which it deems in its sole discretion to be confidential) to the

Borrower or any other Person, or (iv) require any Lender to do anything that would in its sole

discretion prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or

repayments to which it may be entitled.

(f) Each Lender that is an Assignee shall be bound by this Section 2.12.

(g) The agreements contained in this Section 2.12 shall survive the

termination of this Agreement or any other Loan Document and the payments contemplated

hereunder or thereunder.

2.13. Requirements of Law. (a) If any Requirement of Law or any change in

the interpretation or application thereof or compliance by the Lender with any request or

directive (whether or not having the force of law) from any central bank or other Govermnental

Authority made subsequent to the date hereof:

(i) shall subject the Lender to any tax of any kind whatsoever with

respect to this Agreement or the Loan or change the basis of taxation of payments to the

Lender in respect thereof (provided that, this clause (i) shall not apply to any withholding

taxes or taxes covered by Section 2.12);

(ii) shall impose, modifY or hold applicable any reserve, special

deposit, compulsory advance or similar requirement or otherwise impose any cost on the

Lender in connection with funding or maintaining the Loan or other extensions of credit,

which is not otherwise included in the determination ofthe Eurodollar Rate hereunder;

(iii) shall impose on the Lender any other condition;

(iv) and the result of any of the foregoing is to increase the cost to the

Lender, by an amount which the Lender deems to be material, of making, continuing or

maintaining the Loan or to reduce any amount receivable hereunder in respect thereof,

then, in any such case, the Borrower shall promptly pay the Lender such additional

USAc!ive 16661101.38 -43-
amount or amounts as will compensate the Lender for such increased cost or reduced

amount receivable thereafter incurred.

(b) If the Lender shall have determined in its sole discretion that the adoption

of or any change in any Requirement of Law regarding capital adequacy or in the interpretation

or application thereof or compliance by the Lender or any Person controlling the Lender with

any request or directive regarding capital adequacy (whether or not having the force oflaw) from

any Governmental Authority made subsequent to the date hereofshall have the effect ofreducing

the rate of return on the Lender's or such Person's capital as a consequence of any obligations

hereunder to a level below that which the Lender or such Person (taking into consideration the

Lender's or such Person's policies with respect to capital adequacy) by an amount deemed by the

Lender to be material, then from time to time, the Borrower shall promptly pay to the Lender

such additional amount or amounts as will thereafter compensate the Lender for such reduction.

(c) If the Lender becomes entitled to claim any additional amounts pursuant

to this Section 2.13, it shall promptly notify the Borrower ofthe event by reason of which it has

become so entitled. A certificate as to any additional amounts payable pursuant to this

Section 2.13 submitted by the Lender to the Borrower shall be conclusive in the absence of

manifest error.

SECTION 3

REPRESENTATIONS AND WARRANTIES

To induce the Lender to enter into this Agreement and to make the Loans

hereunder, each Loan Party represents to the Lender, with respect to itself and each of its

Subsidiaries that is a North American Group Member, that as of the Effective Date and the date

of each withdrawal from the Escrow Account:

3.1. Existence. Each North American Group Member (a) is a corporation,

limited partnership or limited liability company duly organized, validly existing and in good

standing under the laws of the jurisdiction of its organization, (b) has all requisite corporate or

other power, and has all governmental licenses, authorizations, consents and approvals,

necessary to own its assets and carryon its business as now being or as proposed to be

conducted, except where the lack of such licenses, authorizations, consents and approvals would

not be reasonably likely to have a Material Adverse Effect, (c) is qualified to do business and is

in good standing in all other jurisdictions in which the nature of the business conducted by it

makes such qualification necessary, except where failure so to qualify would not be reasonably

likely (either individually or in the aggregate) to have a Material Adverse Effect, and (d) is in

compliance in all material respects with all Requirements ofLaw.

3.2. Financial Condition. GM Oldco has heretofore furnished to the Lender a

copy of its audited Consolidated balance sheet as at December 31, 2008, with the opinion

thereon ofDeloitte & Touche LLP or such other independent auditor acceptable to the Lenders, a

copy of which has been provided to the Lender. GM Oldco has also heretofore furnished to the

Lender the related Consolidated statements of equity (deficit) and of cash flows for GM Oldco

and its Consolidated Subsidiaries for its most recent fiscal year, setting forth in comparative form

the same information for the previous year. All such financial statements are materially

USActive 16661101.38 -44-
complete and correct and fairly present the Consolidated financial condition ofGM Oldco and its

Consolidated Subsidiaries and the Consolidated results of their operations for the fiscal year

ended on said date, all in accordance with GAAP applied on a consistent basis.

3.3. Litigation. Except as set forth on Schedule 3.3 hereto or otherwise

disclosed by a Responsible Officer in writing to the Lender from time to time, there are no

actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened

against any Loan Party or any of their Subsidiaries or affecting any of their respective Property

before any Governmental Authority, (i) as to which individually or in the aggregate there is a

reasonable likelihood of an adverse decision which could reasonably be expected to have a

Material Adverse Effect or (ii) which questions the validity or enforceability of this Agreement

or any ofthe other Loan Documents or any action to be taken in connection with the transactions

contemplated hereby or thereby and could reasonably be expected to have a Material Adverse

Effect.

3.4. No Breach. Neither the execution and delivery of the Loan Documents

nor the consummation ofthe transactions therein contemplated in compliance with the terms and

provisions thereof will (a) conflict with or result in a breach of(i) the charter, by laws, certificate

ofincorporation, operating agreement or similar organizational document of any North American

Group Member, (ii) any Requirement of Law, (iii) any Applicable Law, rule or regulation, or any

order, writ, injunction or decree of any Governmental Authority, (iv) any material Contractual

Obligation to which any Loan Party is a party or by which any ofthem or any oftheir Property is

bound or to which any of them or any of their Property is subject, or (b) constitute a default

under any material Contractual Obligation, or (c) (except for Permitted Liens) result in the

creation or imposition of any Lien upon any property of any Loan Party, pursuant to the terms of

any such agreement or instrument.

3.5. Action, Binding Obligations. (i) Each Loan Party has all necessary

corporate or other power, authority and legal right to execute, deliver and perform its obligations

under each of the Loan Documents to which it is a party; (ii) the execution, delivery and

performance by each Loan Party of each ofthe Loan Documents to which it is a party has been

duly authorized by all necessary corporate or other action on its part; and (iii) each Loan

Document has been duly and validly executed and delivered by each Loan Party party thereto

and constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable

against such Loan Party in accordance with its terms, subject to the Bankruptcy Exceptions.

3.6. Approvals. No authorizations, approvals or consents of, and no filings or

registrations with, any Governmental Authority, or any other Person, are necessary for the

execution, delivery or performance by each Loan Party of the Loan Documents to which it is a

party for the legality, validity or enforceability thereof, except for filings and recordings or other

actions in respect ofthe Liens pursuant to the Collateral Documents, unless the same has already

been obtained and provided to the Lender. The execution, delivery and performance of the

Transaction Documents do not and will not require any consent, approval, authorization or other

order of, action by, filing with, or notification to, any Governmental Authority, except consents,

approvals, authorizations, filings and notices that have been obtained or made and which are in

full force and effect or which are not required by the terms ofthe Transaction Documents to be

in effect prior to the Effective Date, except where the failure to obtain such consent, approval,

USActive 16661101.38 -45-
authorization or action, or to make such filing or notification, would not prevent or materially

delay the consummation of the Related Transactions and would not have a Purchaser Material

Adverse Effect (as defined in the Master Transaction Agreement).

3.7. Taxes. Each North American Group Member has timely filed or caused to

be filed all federal, state and other material tax returns that are required to be filed and all such

tax returns are true and correct in all material respects and such North American Group Member

has timely paid all material taxes levied or imposed on it or its property (whether or not shown to

be due and payable on said returns) or on any assessments made against it or any ofits property

and all material other taxes, fees or other charges imposed on it or any of its property by any

Governmental Authority (other than any taxes, fees or other charges the amount or validity of

which are currently being contested in good faith by appropriate proceedings and with respect to

which adequate reserves have been provided on the books ofthe relevant North American Group

Member). The charges, accruals and reserves on the books of each North American Group

Member in respect of taxes and other governmental charges are, in the opinion of such North

American Group Member, adequate; any taxes, fees and other governmental charges payable by

any North American Group Member in connection with the execution and delivery of the Loan

Documents have been paid; no tax Lien (except for any Permitted Liens) has been filed with

respect to any North American Group Member or property of any North American Group

Member; each North American Group Member has satisfied all of its material tax withholding

obligations; and no North American Group Member has ever "participated" in a "listed

transaction" within the meaning ofTreasury Regulation section 1.6011-4.

3.8. Investment Company Act. None ofthe Loan Parties is required to register

as an "investment company", or is a company "controlled" by a Person required to register as an

"investment company", within the meaning of the Investment Company Act of 1940, as

amended. No Loan Party is subject to any Federal or state statute or regulation which limits its

ability to incur Indebtedness.

3.9. [Intentionally Omittedl.

3.10. Chief Executive Office; Chief Operating Office. The chief executive

office and the chief operating office on the Effective Date for each Loan Party is located at the

location set forth on Schedule 3.1 0 hereto.

3.11. Location of Books and Records. The location where the Loan Parties

keep their books and records including all Records relating to their business and operations and

the Collateral are located in the locations set forth in Schedule 3.11.

3.12. True and Complete Disclosure. The information, reports, financial

statements, exhibits and schedules furnished by or on behalf of any North American Group

Member to the Lender or its agents or representatives in connection with the negotiation,

preparation or delivery of this Agreement and the other Loan Documents or included herein or

therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue

statement of material fact or omit to state any material fact necessary to make the statements

herein or therein, in light of the circumstances under which they were made, not misleading, it

being understood that in the case of projections, such projections are based on reasonable

USActive 16661101.38 -46-
estimates, on the date as of which such infonnation is stated or certified. All infonnation

furnished after the date hereof by or on behalf of any North American Group Member to the

Lender in connection with this Agreement and the other Loan Documents and the transactions

contemplated hereby and thereby will be true, complete and accurate in every material respect, or

(in the case of projections) based on reasonable estimates, on the date as of which such

infonnation is stated or certified. There is no fact known to a Responsible Officer of any North

American Group Member that, after due inquiry, could reasonably be expected to have a

Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a

report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the

Lender for use in connection with the transactions contemplated hereby or thereby.

3.13. ERISA.

(a) (i) Any Benefit Plan that is intended to be a tax-qualified plan of any

North American Group Member has received a favorable detennination letter and such North

American Group Member does not know of any reason why such letter should be revoked;

(ii) the North American Group Members and each of their respective

ERISA Affiliates are in compliance with the applicable provisions of ERISA and the

Code and the regulations and published interpretations thereunder;

(iii) (A) as of December 31, 2008, no ERISA Event has occurred that

could reasonably be expected to result in liability to any North American Group Member

or any ERISA Affiliate in excess of $2,000,000,000, (B) as of the Effective Date, no

ERISA Event other than a detennination that a Plan is "at risk" (within the meaning of

Section 302 of ERISA) has occurred or is reasonably likely to occur that could

reasonably be expected to result in liability to any North American Group Member or

ERISA Affiliate in excess of $2,000,000,000, (C) as of December 31, 2008, the present

value of all benefit liabilities of all underfunded Plans (based on the assumptions used for

purposes of Statement of Financial Accounting Standards No. 87) did not exceed the fair

market value ofthe assets of all such underfunded Plans by more than $13,000,000,000,

and (D) as ofthe Effective Date, there is not, and there is not reasonably expected to be,

any Withdrawal Liability from, or any obligation or liability (direct or indirect) with

respect to, any Multiemployer Plan;

provided that, the representations set forth in the preceding clauses (i) through (iii) inclusive

shall continue to be true and correct on each day that the Loans are outstanding pursuant to the

Agreement except to the extent that any such change or failure when aggregated with all other

changes or failures in the preceding clauses (i) through (iii) inclusive of this Section 3.13(a),

would not be reasonably expected to result in a Material Adverse Effect.

(b) There are no Plans or other arrangements which would result in the

payment to any employee, fonner employee, individual consultant or director of any amounts or

benefits upon the consummation of the transactions contemplated herein or the exercise by the

Lender of any right or remedy contemplated herein other than de minimis amounts under

incentive arrangements. Assets ofthe North American Group Members or any ERISA Affiliate

USAcliv. 16661101.38 -47-
are not "plan assets" within the meaning ofthe DOL Regulation Section 2510.3-101 as amended

by section 3(42) ofERISA.

3.14. Expense Policy. The Borrower has taken steps necessary to ensure that

(a) the Expense Policy conforms to the requirements set forth in Section 5.18 and (b) the

Borrower and its Subsidiaries are in compliance with the Expense Policy.

3.15. Subsidiaries. All ofthe Subsidiaries ofthe Borrower at the date hereof are

listed on Schedule 3.15, which schedule sets forth the name and jurisdiction offormation of each

Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned

by the Borrower or any ofits Subsidiaries.

3.16. Capitalization. One hundred percent (100%) ofthe issued and outstanding

Capital Stock of each North American Group Member (other than Borrower) is owned by the

Persons listed on Schedule 3.16 and, to the knowledge of each Loan Party, such Capital Stock is

owned by such Persons, free and clear of all Liens other than Permitted Liens. No Loan Party

has issued or granted any options or rights with respect to the issuance of its respective Capital

Stock which are presently outstanding except as set forth on Schedule 3.16 hereto.

3.17. Fraudulent Conveyance. Each Loan Party will benefit from the Loans

contemplated by this Agreement. No Loan Party is incurring Indebtedness or transferring any

Collateral with any intent to hinder, delay or defraud any ofits creditors.

3.18. USA PATRIOT Act. (a) No North American Group Member nor any of

its respective Affiliates over which it exercises management control (a "Controlled Affiliate") is

a Prohibited Person, and such Controlled Affiliates are in compliance with all applicable orders,

rules, regulations and recommendations ofOFAC.

(b) No North American Group Member nor any of its members, directors,

officers, employees, parents, Subsidiaries or Affiliates: (1) is subject to U.S. or multilateral

economic or trade sanctions currently in force; (2) is owned or controlled by, or act on behalf of,

any governments, corporations, entities or individuals that are subject to U.S. or multilateral

economic or trade sanctions currently in force; or (3) is a Prohibited Person or is otherwise

named, identified or described on any blocked persons list, designated nationals list, denied

persons list, entity list, debarred party list, unverified list, sanctions list or other list ofindividuals

or entities with whom U.S. persons may not conduct business, including but not limited to lists

published or maintained by OFAC, lists published or maintained by the U.S. Department of

Commerce, and lists published or maintained by the U.S. Department of State.

(c) None of the Collateral is traded or used, directly or indirectly by a

Prohibited Person or is located or organized (in the case of a Pledged Entity) in a Prohibited

Jurisdiction.

(d) Each North American Group Member has established an anti-money

laundering compliance program as required by all applicable anti-money laundering laws and

regulations, including without limitation the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-

56) (the "USA PATRIOT Act") (collectively, the "Anti-Money Laundering Laws").

USActive 16661101.38 -48-
3.19. Embargoed Person. As ofthe date hereof and at all times throughout the

term of the Loans, (a) none of any North American Group Member's funds or other assets

constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or

government subject to trade restrictions under u.s. law, including but not limited to, the

International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the

Enemy Act, 50 U.S.C. App. 1 et seq. (the "Trading With the Enemy Act"), any of the foreign

assets control regulations of the Treasury (31 C.F.R., Subtitle B, Chapter V, as amended) (the

"Foreign Assets Control Regulations") or any enabling legislation or regulations promulgated

thereunder or executive order relating thereto (which for the avoidance of doubt shall include but

shall not be limited to (i) Executive Order No. 13224, effective as of September 24, 2001 and

relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten

to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and

(ii) the USA PATRIOT Act), with the result that the investment in the Borrower (whether

directly or indirectly), is prohibited by law or the Loans made by the Lender are in violation of

law ("Embargoed Person"); (b) no Embargoed Person has any interest of any nature whatsoever

in it with the result that the investment in it (whether directly or indirectly), is prohibited by law

or the Loans are in violation of law; (c) none of its funds have been derived from any unlawful

activity with the result that the investment in it (whether directly or indirectly), is prohibited by

law or any Loans is in violation of law; and (d) neither it nor any of its Affiliates (i) is or will

become a "blocked person" as described in the Executive Order, the Trading With the Enemy

Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or

transactions, or be otherwise associated, with any such ''blocked person". For purposes of

determining whether or not a representation with respect to any indirect ownership is true or a

covenant is being complied with under this Section 3.19, no North American Group Member

shall be required to make any investigation into (i) the ownership of publicly traded stock or

other publicly traded securities or (ii) the ownership of assets by a collective investment fund

that holds assets for employee benefit plans or retirement arrangements.

3.20. Use of Proceeds. (a) The proceeds of the Loans (including

disbursements ofReserve Funds, subject to Section 5.5) shall be used to finance working capital

needs, capital expenditures, the payment ofwarranty claims and other general corporate purposes

ofthe Group Members. The Loans under this Agreement are not and shall not be construed as

an extension ofUnited States government funding associated with any specific project.

(b) [Intentionally omitted.]

(c) The Group Members are the ultimate beneficiaries of this Agreement and

the Loans to be received hereunder. The use ofthe Loans will comply with all Applicable Laws,

including Anti-Money Laundering Laws. No portion of any Loan is to be used, for the "purpose

of purchasing or carrying" any "margin stock" as such terms are used in Regulations U and X of

the Board, as amended, and the Borrower is not engaged in the business of extending credit to

others for such purpose.

3.21. Reoresentations Concerning the Collateral. (a) No Loan Party has

assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than

Permitted Liens) and immediately prior to the pledge of any such Collateral, a Loan Party was

the sole owner ofsuch Collateral and had good and marketable title thereto, free and clear of all

USActive 16661101.38 -49-
Liens (other than Permitted Liens), and no Person, other than the Lender has any Lien (other than

Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent

security or lien instrument or continuation statement covering all or any part of the Collateral

which has been signed by any Loan Party or which any Loan Party has authorized any other

Person to sign or file or record, is on file or ofrecord with any public office, except such as may

have been filed by or on behalf of a Loan Party in favor of the Lender pursuant to the Loan

Documents or in respect of applicable Permitted Liens.

(b) The provisions of the Loan Documents are effective to create in favor of

the Lender a valid security interest in all right, title, and interest of each Loan Party in, to and

under the Collateral, subject only to applicable Permitted Liens.

(c) Upon the filing of financing statements on Form UCC-I naming the

Lender as "Secured Party" and each Loan Party as "Debtor", and describing the Collateral, in the

jurisdictions and recording offices listed on Schedule 3.21 attached hereto, the security interests

granted in the Collateral pursuant to the Collateral Documents will constitute perfected firstpriority security interests under the Uniform Commercial Code in all right, title and interest of

the applicable Loan Party in, to and under such Collateral, which can be perfected by filing under

the Uniform Commercial Code, in each case, subject to applicable Permitted Liens.

(d) Each Loan Party has and will continue to have the full right, power and

authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral

may be further assigned by the Lender without the consent of any Loan Party to the extent

provided in Section 8.6.

3.22. Labor Matters. (a) There are no strikes against any North American

Group Member pending or, to the knowledge of any North American Group Member,

threatened; (b) hours worked by and payment made to employees of each North American Group

Member have not been in violation of the Fair Labor Standards Act or any other applicable

Requirement of Law dealing with such matters; and (c) all payments due from each North

American Group Member on account of employee health and welfare benefits, or health or

welfare benefits to any former employees of any North American Group Member or for which

any North American Group Member has any liability or obligation have been paid or accrued as

a liability on the books of such North American Group Member in accordance with GAAP,

except, in the case of each of the foregoing clauses (a), (b) and (c), where such strike or such

failure to comply or to make or accrue such payments could not reasonably be expected to have a

Material Adverse Effect.

3.23. Survival of Representations and Warranties. All of the representations

and warranties of or in respect ofsuch North American Group Member set forth in this Section 3

and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as

any amount remains owing to the Lender under this Agreement or any of the other Loan

Documents by any Loan Party. All representations, warranties, covenants and agreements made

in this Agreement or in the other Loan Documents by or in respect of each North American

Group Member shall be deemed to have been relied upon by the Lender notwithstanding any

investigation heretofore or hereafter made by the Lender or on its behalf.

USActive 16661101.38 -50-
3.24. [Intentionally Omitted].

3.25. Intellectual Property. (a) Except as would not reasonably be expected to

have a Material Adverse Effect, each ofthe North American Group Members owns and controls,

or otherwise possesses sufficient rights to use, all Intellectual Property necessary for the conduct

of its business in substantially the same manner as conducted as of the date hereof.

Schedule 3.25 hereto sets forth a true and complete list as of the date hereof of all Patent

applications and issued Patents, and Trademark registrations and applications, and domain name

registrations included in the Trademarks, owned by each North American Group Member. To

the knowledge of each North American Group Member, Schedule 3.25 hereto also sets forth a

true and complete list of all registered Copyrights for which any North American Group Member

is the owner of record, provided however, except for material Copyrights listed on

Schedule 3.25, no representation is made that a North American Group Member owns title to any

particular copyright registration listed therein. Notwithstanding anything to the contrary

contained herein, each North American Group Member (other than any Foreign 956 Subsidiary

or Other Foreign 956 Subsidiary) hereby represents that it grants a security interest contemplated

by this agreement to all Copyrights, that it owns all material Copyrights, and, to the extent that

any such material Copyrights are registered, a security interest may be recorded against them.

Except as would not reasonably be expected to have a Material Adverse Effect, all Intellectual

Property, other than licenses, of the North American Group Members is subsisting and in full

force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and

has not been abandoned in whole or in part. Except as would not reasonably be expected to have

a Material Adverse Effect, no such Intellectual Property owned by any North American Group

Member is the subject of any licensing or franchising agreement that prohibits or restricts any

North American Group Member's conduct of business as presently conducted, or the transfer or

pledge as collateral ofsuch Intellectual Property. Except as would not reasonably be expected to

have a Material Adverse Effect, (i) the Intellectual Property owned by the North American

Group Members does not infringe or conflict with the intellectual property rights of any Person,

(ii) to the best knowledge of each North American Group Member, no North American Group

Member is now infringing or in conflict with any intellectual property rights of any Person and

no other Person is now infringing or in conflict with any such properties, assets and rights,

owned or used by or licensed to any North American Group Member. Except as would not

reasonably be expected to have a Material Adverse Effect, no North American Group Member

has received any notice that it is violating or has violated the Trademarks, Patents, Copyrights,

inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of

publicity or other Intellectual Property rights of any third party.

(b) Except as would not reasonably be expected to have a Material Adverse

Effect, each License now existing is, and each other License will be, the legal, valid and binding

obligation of the parties thereto, enforceable against such parties in accordance with its terms.

Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge

ofsuch North American Group Member, no default thereunder by any such party has occurred,

nor does any defense, offset, deduction, or counterclaim exist thereunder in favor of any such

party.

USAct;ve 16661101.38 -51-
3.26. JV Agreements. (a) Set forth on Schedule 3.26 is a complete and accurate

list as ofthe date hereof of all JV Agreements, showing the parties and the dates of amendments

and modifications thereto.

(b) Each JV Agreement (i) is in full force and effect and is binding upon and

enforceable against each party thereto, (ii) has not been otherwise amended or modified, except

as set forth on Schedule 3.26 and (iii) is not in default and no event has occurred that, with the

passage of time andlor the giving of notice, or both, would constitute a default thereunder,

except, in the case of each of clauses (i) through (iii) above, to the extent any such default would

not reasonably be expected to have a Material Adverse Effect.

3.27. [Intentionally Omittedl.

3.28. Excluded Collateral. Set forth on Annex I to Schedule 3.28 is a complete

and accurate list as of the Effective Date of all Excluded Collateral that is Capital Stock of

domestic joint ventures, Domestic Subsidiaries, "first-tier" foreign joint ventures, and Foreign

956 Subsidiaries.

3.29. Mortgaged Real Property. After giving effect to the recording of the

Mortgages, real property identified on Schedule 1.1C shall be subject to a recorded first lien

mortgage, deed oftrust or similar security instrument (subject to Permitted Liens).

3.30. No Change. Since the Effective Date, there has been no development or

event that has had or could reasonably be expected to have a Material Adverse Effect.

3.31. Certain Documents. The Borrower has delivered to the Lender a complete

and correct copy of the Transaction Documents, including any amendments, supplements or

modifications with respect to any ofthe foregoing.

3.32. Insurance. The Borrower has maintained on behalf of itself and each

Group Member (other than Excluded Subsidiaries), as appropriate, with insurance companies

that the Borrower believes (in the good faith judgment of the Borrower) are financially sound

and responsible or through self-insurance, insurance in amounts reasonable and prudent in light

of the size and nature of the Borrower's business and against at least such risks (and with such

risk retentions) as the Borrower believes (in the good faith judgment of the Borrower) are

reasonable in light ofthe size and nature ofits business.

SECTION 4

CONDITIONS PRECEDENT; RESERVE FUNDS

4.1. Conditions to Effectiveness. The effectiveness of this Agreement is

subject to the satisfaction, prior to or concurrently on the Effective Date, of the following

conditions precedent, satisfaction ofsuch conditions precedent to be determined by the Lender in

its reasonable discretion:

USAc!ive 16661101.38 -52-
(a) Loan Documents. The Lender shall have received the following

documents, which shall be in fonn satisfactory to the Lender:

(i) this Agreement executed and delivered by the Borrower;

(ii) the Guaranty, executed and delivered by each Guarantor;

(iii) the Equity Pledge Agreement, executed and delivered by each

Pledgor;

(iv) the Intellectual Property Pledge Agreement, executed and

delivered by each Loan Party party thereto;

(v) the Environmental Agreement, executed and delivered by each

Loan Party party thereto; and

(vi) an amended and restated promissory note of the Borrower

evidencing the Loans, substantially in the fonn of Exhibit G (the "Initial Note"), with

appropriate insertions as to date and principal amount.

(b) Section 363 Sale Order. The sale of certain assets and the assignment and

assumption of certain contracts of Sellers pursuant to Section 363 of the United States

Bankruptcy Code (the "Section 363 Sale") shall have been approved by the Bankruptcy Court

pursuant to an order (the "Section 363 Sale Order") that is in fonn and substance satisfactory to

the Lender (the Lender acknowledges that the Sale Order issued by the Bankruptcy Court on

July 5, 2009 is satisfactory) and that has been entered and not stayed, which shall, among other

things, (i) approve the Section 363 Sale, (ii) authorize the assumption by and assignment to the

Borrower and its Subsidiaries of the contracts included in the Section 363 Sale pursuant to the

procedure approved by the Bankruptcy Court on June 1, 2009, (iii) approve the terms and

conditions ofthe Master Transaction Agreement and the other Transaction Documents and other

agreements, (iv) provide that the Borrower and its Subsidiaries shall acquire the assets and

contracts being transferred pursuant to the Section 363 Sale free and clear of all liens, claims,

encumbrances and other obligations (other than those liens, claims, encumbrances and other

obligations expressly assumed pursuant to the Section 363 Sale), and (v) contain such other

tenns, conditions and provisions as are customary in transactions similar to the Section 363 Sale,

including, without limitation, findings that the Borrower and its Subsidiaries are good faith

purchasers pursuant to Section 363 of the Bankruptcy Code, that the Section 363 Sale is not

subject to fraudulent transfer or similar challenge, and limitations on the Borrower and its

Subsidiaries' successor liabilities.

(c) Related Transactions. The Lender and its counsel shall be reasonably

satisfied that the terms of the Related Transactions and of the Transaction Documents are

consistent in all material respects with the infonnation provided to the Lender in advance ofthe

date hereof or are otherwise reasonably satisfactory to the Lender (the Lender acknowledges that

the fonn of Transaction Documents provided to it on or prior to the date hereof are satisfactory).

The Transaction Documents shall have been duly executed and delivered by the parties thereto,

all conditions precedent to the Related Transactions set forth in the Transaction Documents

which are required under the Transaction Documents to be consummated prior to or substantially

USActive 16661101.38 -53-
contemporaneously with the effectiveness of this Agreement shall have been satisfied, such

Related Transactions shall have been consummated pursuant to such Transaction Documents

substantially contemporaneously with the conditions precedent set forth in this Section 4.1, and

no provision thereof shall have been waived, amended, supplemented or otherwise modified, in

each case in a manner adverse to the Lender, without the Lender's consent.

(d) Comorate Structure; Tax Effects. The corporate records, corporate

structure, capital structure, other debt instruments, material contracts, cash management systems,

governing documents of the Borrower and its Subsidiaries and any Guarantor, tax effects

resulting from the Related Transactions and Loans and the transactions contemplated hereby,

shall be satisfactory to the Lender.

(e) Lien Searches. The Lender shall have received the results of a recent Lien

search in each relevant jurisdiction with respect to the Borrower and the Guarantors, and such

search shall reveal no Liens on any of the assets of the Borrower or the Guarantors except for

Liens permitted by this Agreement or Liens to be discharged on or prior to the Effective Date

pursuant to documentation satisfactory to the Lender.

(f) Environmental Matters. The Lender shall be reasonably satisfied with the

environmental affairs ofthe Borrower and its Subsidiaries.

(g) Insurance. The Lender shall be satisfied with the insurance coverage of

the Loan Parties including, without limitation, with respect to the insurance carrier, the risks

insured, the policy limits and the deductibles.

(h) Budgets. The Borrower shall have delivered to the Lender a Budget

covering the remainder of fiscal year 2009 through the year ending December 31, 2014 in form

and substance satisfactory to the Lender.

(i) Canadian Facility. The Canadian Facility shall have become (or

simultaneously with this Agreement, shall become) effective and the Lender shall have received

all documents, instruments and related agreements in connection with the Canadian Facility.

(j) Litigation. There shall not exist any action, suit, investigation, litigation

or proceeding pending (other than the Cases) or threatened in any court or before any arbitrator

or Governmental Authority that, in the sole discretion of the Lender, materially or adversely

affects any of the transactions contemplated hereby, or that has or could be reasonably likely to

have a Material Adverse Effect.

(k) Cash Management. Cash management arrangements satisfactory in form

and substance to the Lender shall be in place. The Lender shall have completed a review of the

Borrower's and the Guarantors' cash management systems and determined that all cash and Cash

Equivalents ofthe Borrower and the Guarantors are subject to a valid and perfected first-priority

security interest in favor ofthe Lender subject to control agreements.

(1) Consents. The Lender shall have received all necessary third party and

governmental waivers and consents, and each Loan Party shall have complied with all

Applicable Laws, decrees and material agreements.

USActive 16661101.38 -54-
(m) No Default. No Default or Event of Default shall exist on the Effective

Date or after giving effect to the transactions contemplated to be consummated on the Effective

Date pursuant to the Transaction Documents and the Loan Documents.

(n) Accuracy of Representations and Warranties. All representations and

warranties made by or with respect to the North American Group Members in or pursuant to the

Loan Documents shall be true and correct in all material respects.

(0) Closing Certificate; Certified Certificate of Incorporation; Good Standing

Certificates. The Lender shall have received (i) a certificate of the secretary or assistant

secretary of each Loan Party, dated the Effective Date, substantially in the form of Exhibit B-1,

with agreed insertions and attachments, including the certificate of incorporation (or equivalent

organizational document) of each Loan Party, certified by the relevant authority of the

jurisdiction of organization of such Loan Party, (ii) a long-form good standing certificate for

each Loan Party from its jurisdiction of organization or, for each such certificate delivered to the

Lender pursuant to the DIP Credit Agreement, a bring down good standing certification from the

relevant Loan Party's jurisdiction of organization and (iii) a certificate ofthe Borrower and each

Guarantor, dated the Effective Date, to the effect that the conditions set forth in this Section 4.1

have been satisfied, substantially in the form ofExhibit B-2.

(P) Legal Opinions. The Lender shall have received the executed legal

0pIIDon of (i) Weil, Gotshal and Manges LLP, New York counsel to the Loan Parties,

substantially in the form of Exhibit E-l, as to New York law, United States federal law and the

Delaware General Corporation Law, (ii) in-house counsel to the Loan Parties, substantially in the

form of Exhibit E-2, (iii) Cadwalader, Wickersham & Taft LLP, New York counsel to the

Borrower, substantially in the form of Exhibit E-3, as to New York law, (iv) Honigman Miller

Schwartz & Cohn LLP, Michigan counsel to Grand Pointe Holdings, Inc., a Guarantor,

substantially in the form of Exhibit E-4, as to Michigan law, and (v) Gunderson Law Firm, a

Professional Corporation, counsel to GM GEFS L.P., a Guarantor, substantially in the form of

Exhibit E-5, as to Nevada law and United States federal law.

(q) Waivers. The Lender shall have received each of the following waivers

and consents:

(i) a waiver shall have been duly executed by each Loan Party and

delivered to the Lender, in substantially the form attached hereto as Exhibit D-I,

releasing the Lender from any claims that any Loan Party may otherwise have as a result

of (A) any modifications to the terms of any Specified Benefit Plans, arrangements and

agreements to eliminate any provisions that would not be in compliance with the

executive compensation and corporate governance requirements of Section III of the

EESA and the executive compensation requirements of Section 5.21 and (B) the Loan

Parties' failure to payor accrue any bonus or incentive compensation as a result of any

action referenced in this Agreement;

(ii) a waiver shall have been duly executed by each SEO and delivered

to the Lender, in substantially the form attached hereto as Exhibit D-2, releasing the

Lender from any claims that any SEO may otherwise have as a result of any

USActive 16661101.38 -55-
modifications to the tenns of any Specified Benefit Plans, arrangements and agreements

to eliminate any provisions that would not be in compliance with the executive

compensation and corporate governance requirements of Section III of the EESA and

the executive compensation requirements of Section 5.21;

(iii) a consent and waiver shall have been duly executed by each SEO

and delivered to the Loan Parties (with a copy to the Lender), in substantially the fonn

attached hereto as Exhibit D-3, releasing the Loan Parties from any claims that any SEO

may otherwise have as a result of any modification ofthe tenus of any Specified Benefit

Plans, arrangements and agreements to eliminate any provisions that would not be in

compliance with the executive compensation and corporate governance requirements of

Section III ofthe EESA and the executive compensation requirements of Section 5.21;

(iv) a waiver shall have been duly executed by each Senior Employee

and delivered to the Lender, in substantially the fonn attached hereto as Exhibit D-4,

releasing the Lender from any claims that any Senior Employees may otherwise have as a

result of the Loan Parties' failure to payor accrue any bonus or incentive compensation

as a result of any action referenced in this Agreement; and

(v) a consent and waiver shall have been duly executed by each Senior

Employee and delivered to the Loan Parties (with a copy to the Lender), in substantially

the fonn attached hereto as Exhibit D-5, releasing the Loan Parties from any claims that

any Senior Employee may otherwise have as a result ofthe Loan Parties' failure to payor

accrue any bonus or incentive compensation as a result of any action referenced in this

Agreement.

(r) VEBA Note Facility. The VEBA Note Facility shall be in fonn and

substance satisfactory to the Lender and shall have become (or simultaneously with this

Agreement, shall become) effective and the Lender shall have received all documents,

instruments and related agreements in connection with the VEBA Note Facility.

(s) Intercreditor Agreement. The Intercreditor Agreement shall be in fonn

and substance satisfactory to the Lender and shall have become (or simultaneously with this

Agreement, shall become) effective.

(t) Business Plan. The Lender shall have received a copy of the Borrower's

business plan (the business plan delivered to the Lender on the Effective Date and attached

hereto as Annex II, the "Business Plan").

(u) Canadian Pension and OPEB Loan. The Lender shall have received

evidence satisfactory to the Lender that, on or prior to the Effective Date, (i) the Canadian

Lender shall have irrevocably committed (A) to fund loans to the Borrower in an aggregate

amount of $3,887,000,000 to support certain pension and other pension and employment benefits

obligations of GM Canada within three Business Days after the Effective Date and

(B) immediately upon funding of such loans, to assign such loans to the Canadian Subscriber,

and (ii) the Canadian Subscriber shall have irrevocably agreed to use such assigned loans to

USAc!;ve 16661101.38 -56-
subscribe on the date of assignment for the Canadian Subscriber's remaining shares under the

Canadian Subscription Agreement.

(v) Warranty Administration Agreement. The Lender shall have received a

copy of an amendment (the "Warranty Amendment") in form and substance satisfactory to the

Lender to the Administration Agreement dated as of May 27, 2009 by and among GM Oldco,

GM Warranty LLC, a Delaware limited liability company, General Motors Product Services,

Inc., a Delaware corporation, General Motors Overseas Distribution Corporation, a Delaware

corporation, Saturn, LLC, a Delaware limited liability company, Controlodora General Motors,

S.A. de C.Y., a Mexican corporation, and GM Global Technologies Operations, Inc., a Delaware

corporation (as amended by the Warranty Amendment, the "Warranty Administration

Agreement") providing for the GM Warranty Commitment Program (as defined in the Warranty

Administration Agreement) to terminate on the terms and conditions more particularly described

in such amendment, and such amendment shall have become (or simultaneously with this

Agreement, shall become) effective.

(w) Reserve Funds. On or prior to the Effective Date, the Borrower shall have

deposited the Reserve Funds into the Escrow Account to be held and disbursed by the Lender in

accordance with the applicable provisions of Section 4.2.

4.2. Conditions to Withdrawal of Reserve Funds; Escrow Accounts. (a) The

Lender shall withdraw, or cause the Escrow Bank to withdraw, an amount of Reserve Funds on

deposit in the Escrow Account and the Lender shall disburse, or cause the Escrow Bank to

disburse, such Reserve Funds to the Borrower on any date, subject to the satisfaction of the

following conditions precedent:

(i) Reoresentations and Warranties. Each of the representations and

warranties made by any Loan Party in or pursuant to the Loan Documents shall be true

and correct in all material respects (save where already qualified by materiality, in which

case such representations and warranties shall be true and correct in all respects) on and

as of such date as if made on and as of such date (except to the extent such

representations and warranties relate to an earlier date, in which case, such

representations and warranties were true and correct in all material respects as of such

earlier date).

(ii) No Event of Default. No Default or Event of Default shall have

occurred and be continuing on such date immediately prior to or after giving effect to the

withdrawal requested to be made on such date.

(iii) Reserve Notice. Not fewer than five Business Days prior to any

requested disbursement of Reserve Funds (each, a "Reserve Disbursement"), the Lender

shall have received a Reserve Notice from a Responsible Officer certifying in each case

in form and substance to the Lender's satisfaction in its sole discretion (A) the Dollar

amount of the requested Reserve Disbursement, (B) with respect to any requested

Reserve Disbursement, the intended use of such requested Reserve Funds set forth in

reasonable detail, which use shall be approved by the Lender in its sole discretion, and

(C) that the Reserve Funds most recently disbursed were used or have been committed or

USActive 16661101.38 -57-
allocated to be used solely for the intended purposes set forth in the related Reserve

Notice.

(iv) Additional Information. The Borrower shall have provided to the

Lender such further information and evidence as may be requested by the Lender to

support the statements set forth in the required Reserve Notice described above.

(b) Upon the occurrence of an Event of Default, the Lender, at its sole option,

may withdraw all or a portion ofthe Reserve Funds and apply the Reserve Funds to the items for

which the Reserve Funds were established or to payment of the Obligations in accordance with

Section 2.5(f) and the obligations then outstanding under the Canadian Facility in accordance

with Section 2.07(i) thereof, in such order, proportion and priority as the Lender may determine

in its sole discretion. The Lender's right to withdraw and apply the Reserve Funds shall be in

addition to all other rights and remedies provided to the Lender under the Loan Documents. Any

Reserve Funds remaining in the Escrow Account after the Obligations have been paid in full

shall be returned to the Borrower.

(c) At any time and from time to time after the Effective Date, the Lender, at

its option, and in its sole discretion and without the consent of, but in consultation with, the

Borrower may withdraw and transfer, or cause the Escrow Bank to withdraw and transfer, all or

a portion of the Reserve Funds to one or more additional or replacement Escrow Banks

acceptable to the Lender, to be held pursuant to Escrow Account Control Agreements. The

Borrower shall use commercially reasonable efforts (i) to facilitate any such withdrawal and

transfer and (ii) to enter into an Escrow Account Control Agreement with each such Escrow

Bank in form and substance reasonably satisfactory to the Lender.

(d) Notwithstanding anything to the contrary herein, Lender may withdraw

the Reserve Funds from the Escrow Account and apply the same in accordance with Section

2.5(f).

SECTIONS

AFFIRMATIVE COVENANTS

Each Loan Party jointly and severally covenants and agrees that, so long as the

Loans are outstanding and until payment in full of all Obligations, each Loan Party shall and

shall cause each North American Group Member and each of its applicable Subsidiaries to

comply with the following covenants:

5.1. Financial Statements. The Borrower shall deliver to the Lender:

(a) as soon as reasonably possible after receipt by the Borrower, a copy of any

material report that may be prepared and submitted by the Borrower's or the applicable North

American Group Member's independent certified public accountants at any time;

USActlve 16661101.38 -58-
(b) from time to time such other information regarding the financial condition,

operations, or business of any North American Group Member as the Lender may reasonably

request;

(c) promptly upon their becoming available, copies of such other financial

statements and reports, if any, as any North American Group Member may be required to

publicly file with the SEC or any similar or corresponding govermnental commission,

department or agency substituted therefor, or any similar or corresponding govermnental

commission, department, board, bureau, or agency, federal or state, including any filing made

pursuant to Section 5.26;

(d) as soon as reasonably possible, and in any event within five Business Days

after a Responsible Officer of a North American Group Member knows or has reason to believe,

that any of the events or conditions specified below with respect to any Plan or Multiemployer

Plan has occurred or exists, a statement signed by a Responsible Officer of the relevant North

American Group Member setting forth details respecting such event or condition and the action,

if any, that such North American Group Member or any ERISA Affiliate proposes to take with

respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by

such Loan Party or an ERISA Affiliate with respect to such event or condition);

(i) any Reportable Event which could reasonably be expected to result

in a material liability, any failure to meet the minimum funding standard of Section 412

of the Code or Section 302 of ERISA with respect to a Plan, including, without

limitation, the failure to make on or before its due date a required installment under the

Code or ERISA regardless of the issuance of any waivers in accordance with

Section 412(d) of the Code, any failure to make any material contribution to a

Multiemployer Plan; and any request for a waiver under Section 412(d) of the Code for

any Plan;

(ii) the distribution under' Section 4041 (c) of ERISA of a notice of

intent to terminate any Plan or any action taken by any Loan Party or an ERISA Affiliate

to terminate any Plan;

(iii) the institution by PBGC of proceedings under Section 4042 of

ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or

the receipt by any Loan Party or any ERISA Affiliate of a notice from a Multiemployer

Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

(iv) the complete or partial withdrawal from a Multiemployer Plan by

any Loan Party or any ERISA Affiliate that results in liability under Section 4201 or

4204 of ERISA (including the obligation to satisfy secondary liability as a result of a

purchaser default) or the receipt by any Loan Party or any ERISA Affiliate of notice from

a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241

or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A

ofERISA, which could reasonably be expected to result in a material liability;

USAc!ive 16661101.38 -59-
(v) the institution of a proceeding by a fiduciary of any Multiemployer

Plan against any Loan Party or any ERISA Affiliate to enforce Section 515 of ERISA,

which proceeding is not dismissed in 30 days or is not subject to the automatic stay under

the Bankruptcy Code, which could reasonably be expected to result in a materialliability;

and

(vi) any violation ofsection 401(a)(29) ofthe Code;

(e) as soon as practicable prior to the effectiveness thereof, copies of

substantially final drafts of any material amendment, supplement, waiver or other modification

with respect to the Transaction Documents;

(f) (i) as soon as available, but in any event within 90 days after the end of

each fiscal year of the Borrower, a copy of the audited Consolidated balance sheet of the

Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited

consolidated statements of income and of cash flows for such year, setting forth in each case in

comparative form the figures as ofthe end of and for the previous year, reported on by Deloitte

& Touche LLP or other independent certified public accountants of nationally recognized

standing; and

(ii) as soon as available, but in any event not later than 45 days after

the end of each ofthe first three quarterly periods of each fiscal year ofthe Borrower, the

unaudited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries

as at the end ofsuch quarter and the related unaudited Consolidated statements ofincome

and of cash flows for such quarter and the portion of the fiscal year through the end of

such quarter, setting forth in each case in comparative form the figures as of the end of

and for the corresponding period in the previous year, certified by a Responsible Officer

as being fairly stated in all material respects (subject to the absence of footnotes and to

normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material respects and be

prepared in reasonable detail and in accordance with GAAP applied consistently throughout the

periods reflected therein and with prior periods (except as approved by such accountants or

officer, as the case may be, and disclosed therein); provided, that with respect to the quarterly

financial statements to be provided for the third fiscal quarter of 2009, such financial statements

shall be provided on a modified basis within the time frame set forth in clause (ii) above, with

GAAP-compliant versions of such financial statements to be provided at the same time as the

audited financial statements for fiscal year 2009 described in clause (i) above; and

(g) to the extent that the Borrower prepares quarterly or annual reports as to

the Consolidated balance sheet ofthe Borrower and its Consolidated Subsidiaries as at the end of

the related quarter or fiscal year (as the case may be) and the related Consolidated statements of

income and of cash flows for such quarter or fiscal year (as applicable) which set forth in

comparison form the figures as of the end of and for the corresponding period in the previous

fiscal year (such figures for the year ending December 31, 2009 adjusted to reflect the Related

Transactions), the Borrower shall promptly furnish copies ofsuch reports to the Lender.

USActive 16661101.38 -60-
5.2. Notices; Reporting Reguirements. The relevant Loan Party shall deliver

written notice to the Lender ofthe following:

(a) Defaults. The occurrence of any Default or Event of Default, or any event

of default under any publicly filed material Contractual Obligation of any North American

Group Member (other than Excluded Subsidiaries except for Financing Subsidiaries) which

notice shall be given promptly after a Responsible Officer or any officer of a North American

Group Member with a title of at least executive vice president becomes aware thereof and shall

be accompanied by a statement of a Responsible Officer setting forth details of the occurrence

referred to therein;

(b) [Intentionally Omitted];

(c) [Intentionally Omitted];

(d) [Intentionally Omitted];

(e) [Intentionally Omitted];

(f) [Intentionally Omitted];

(g) [Intentionally Omitted];

(h) Compliance Certificate. On the date that is the earlier of (x) the date of

delivery of the financial statements referred to in Section 5.1 (f) and (y) the date such financial

statements are required to be delivered by Section 5.1(f), a Compliance Certificate, executed by a

Responsible Officer of the Borrower, stating that such Responsible Officer has obtained no

knowledge of any Default or Event ofDefault except as specified in such certificate;

(i) I3-Week Forecast. On each alternate Wednesday (or if such day is not a

Business Day, the next succeeding Business Day), beginning on July 15, 2009 and ending on the

Reserve Reporting Termination Date, the Borrower shall deliver to the Lender a bi-weekly status

report substantially in a form reasonably acceptable to the Lender.

(j) Liguidity. On the twenty-fifth day of each calendar month (or ifsuch day

is not a Business Day, the next succeeding Business Day), beginning on July 25, 2009 and

ending on the Reserve Reporting Termination Date, the Borrower shall deliver to the Lender a

monthly liquidity status report in substantially a form reasonably acceptable to the Lender;

(k) Budgets. On the twenty-fifth Business Day of each calendar month

occurring after the Effective Date tlrrough and including the Reserve Reporting Termination

Date, a Budget covering (i) the then current fiscal year (presented on a monthly basis) and (ii) the

four fiscal years immediately succeeding such fiscal year (presented on an annual basis),

provided, that the information described in the preceding clause (ii) shall be updated as and when

such information is updated and approved by the board of directors ofthe Borrower;

(1) Expense Policy. During the Relevant Period, within 15 days after the

conclusion of each calendar month, beginning with the month in which the Effective Date

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occurs, the Borrower shall deliver to the Lender a certification signed by a Responsible Officer

ofthe Borrower that (i) the Expense Policy conforms to the requirements set forth herein; (ii) the

Borrower and its Subsidiaries are in compliance with the Expense Policy; and (iii) there have

been no material amendments to the Expense Policy or deviations from the Expense Policy other

than those that have been disclosed to and approved by the Lender; provided that the requirement

to deliver the certification referenced in this Section 5.2(1) may be qualified as to the best ofsuch

Responsible Officer's knowledge after due inquiry and investigation; and

(m) Executive Privileges and Compensation. During the Relevant Period, the

Borrower shall submit a certification within 15 days after the conclusion of each fiscal quarter

beginning with the fiscal quarter ended September 30, 2009, certifying that the Borrower has

complied with and is in compliance with the provisions set forth in Section 5.16. Such

certification shall be made to the Lender by an SEO ofthe Borrower, subject to the requirements

and penalties set forth in Title 18, United States Code, Section 1001.

5.3. Existence. The Borrower shall cause each North American Group

Member to:

(a) except as permitted under Section 6.1 or with respect to North American

Group Members that are not Material North American Group Members, preserve and maintain

its legal existence and all ofits material rights, privileges, licenses and franchises;

(b) [intentionally omitted];

(c) comply with the requirements of all Applicable Laws, rules, regulations

and orders of Governmental Authorities if failure to comply with such requirements could be

reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect on

any Loan Party or the Collateral;

(d) [intentionally omitted];

(e) give the Lender a written notice not later than ten days after the

occurrence of any (i) change in the location of a Loan Party's chief executive office/chief place

of business from that specified in Section 3.10, (ii) change in a Loan Party's name, identity or

corporate structure (or the equivalent) or change the location where it maintains records with

respect to the Collateral, or (iii) a Loan Party's reincorporation or reorganization under the laws

of another jurisdiction, and deliver to the Lender all Uniform Commercial Code financing

statements and amendments as the Lender shall request, and take all other actions deemed

reasonably necessary by the Lender to continue its perfected status in the Collateral with the

same or better priority; and

(f) keep in full force and effect the provisions of the Loan Parties' charter

documents, certificate of incorporation, by-laws, operating agreements or similar organizational

documents, except as permitted by Section 6.1 and for such changes that are not materially

adverse to the interests ofthe Lender.

5.4. Payments of Taxes. The Borrower shall and shall cause each North

American Group Member (i) to timely file or cause to be filed all federal and material state and

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other tax returns that are required to be filed and all such tax returns shall be true and correct and

(ii) to timely pay and discharge or cause to be paid and discharged promptly all federal and

material state and other taxes, assessments and governmental charges or levies imposed upon the

Borrower or any of the other North American Group Members or upon any of their respective

incomes or receipts or upon any of their respective properties before the same shall become in

default or past due, as well as all lawful claims for labor, materials and supplies or otherwise

which, if unpaid, might result in the imposition of a Lien or charge upon such properties or any

part thereof; provided that it shall not constitute a violation ofthe provisions ofthis Section 5.4 if

the Borrower or any ofthe other North American Group Members shall fail to pay any such tax,

assessment, government charge or levy or claim for labor, materials or supplies which is being

contested in good faith, by proper proceedings diligently pursued, and as to which adequate

reserves have been provided.

5.5. Use of Proceeds. The Loan Parties and their Subsidiaries shall use the

Loan proceeds only for the purposes set forth in Section 3.20 and in a manner generally

consistent with the Budget for so long as one is being delivered hereunder, provided, that the

Reserve Funds shall be used only for items and purposes as approved in accordance with the

procedures set forth in Section 4.2.

5.6. Maintenance of Property; Insurance. The Borrower shall cause each

North American Group Member to:

(a) keep all property useful and necessary in its business in good working

order and condition;

(b) maintain errors and omissions insurance and blanket bond coverage in

such amounts as are in effect on the Effective Date (as disclosed to the Lender in writing except

in the event ofself-insurance) and shall not reduce such coverage without the written consent of

the Lender, and shall also maintain such other insurance with financially sound and reputable

insurance companies, and with respect to property and risks of a character usually maintained by

entities engaged in the same or similar business similarly situated, against loss, damage and

liability of the kinds and in the amounts customarily maintained by such entities.

Notwithstanding anything to the contrary in this Section 5.6, to the extent that any Loan Party is

engaged in self-insurance with respect to any ofits property as ofthe Effective Date, such Loan

Party may, if consistent with past practices of (i) in the case of the Borrower, GM Oldco, or

(ii) in the case of any other Loan Party, such Loan Party during such time as it was a GM Oldco

Party, continue to engage in such self-insurance throughout the term of this Agreement;

provided, that the Loan Party shall promptly obtain third party insurance that conforms to the

criteria in this Section 5.6 at the request ofthe Lender; and

(c) use its best efforts to protect the Intellectual Property that is material to the

conduct ofits business in a manner that is consistent with the value ofsuch Intellectual Property.

5.7. Further Identification of Collateral. Each Loan Party will furnish to the

Lender from time to time statements and schedules further identifYing and describing the

Collateral and such other reports in connection with the Collateral as the Lender may reasonably

request, all in reasonable detail.

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5.8. Defense ofTitle. Each Loan Party warrants and will defend the right, title

and interest of the Lender in and to all Collateral against all adverse claims and demands of all

Persons whomsoever, subject to (x) the restrictions imposed by the Existing Agreements to the

extent that such restrictions are valid and enforceable under the applicable Uniform Commercial

Code and other Requirements ofLaw and (y) the rights ofholders of any Permitted Lien.

5.9. Preservation of Collateral. Each Loan Party shall do all things necessary

to preserve the Collateral so that the Collateral remains subject to a perfected security interest

with the priority provided for such security interest under the Loan Documents. Without limiting

the foregoing, each Loan Party will comply with all Applicable Laws, rules and regulations of

any Governmental Authority applicable to such Loan Party or relating to the Collateral and will

cause the Collateral to comply, with all Applicable Laws, rules and regulations of any such

Governmental Authority, except where failure to so comply would not reasonably be expected to

have a Material Adverse Effect.

5.1 O. [Intentionally Omitted].

5.11. Maintenance of Licenses. Except where the failure to do so could not

reasonably be likely to have a Material Adverse Effect, the Borrower shall cause each North

American Group Member to (i) maintain all licenses, permits, authorizations or other approvals

necessary for such Loan Party to conduct its business and to perform its obligations under the

Loan Documents, (ii) remain in good standing under the laws of the jurisdiction of its

organization, and in each other jurisdiction where such qualification and good standing are

necessary for the successful operation of such North American Group Member's business, and

(iii) shall conduct its business in accordance with Applicable Law in all material respects.

5.12. [Intentionally Omittedl.

5.13. OFAC. At all times throughout the term of this Agreement, each Loan

Party and its Controlled Affiliates (a) shall be in full compliance with all applicable orders, rules,

regulations and recommendations of OFAC and (b) shall not permit any Collateral to be

maintained, insured, traded, or used (directly or indirectly) in violation of any United States

statutes, rules or regulations, in a Prohibited Jurisdiction or by a Prohibited Person, and no lessee

or sublessee shall be a Prohibited Person or a Person organized in a Prohibited Jurisdiction.

5.14. Investment Company. Each North American Group Member will conduct

its operations in a manner which will not subject it to registration as an "investment company" as

such term is defined in the Investment Company Act of 1940, as amended from time to time.

5.15. Further Assurances. (a) The Borrower shall, and shall cause each Group

Member other than Excluded Subsidiaries to, from time to time execute and deliver, or cause to

be executed and delivered, such additional instruments, certificates or documents, and take such

actions, as the Lender may reasonably request for the purposes of implementing or effectuating

the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or

renewing the rights ofthe Lender with respect to the Collateral (or with respect to any additions

thereto or replacements or proceeds thereof or with respect to any other property or assets

hereafter acquired by any applicable Group Member which may be deemed to be part of the

USActive 16661101.38 -64-
Collateral) pursuant hereto or thereto. Upon the exercise by the Lender of any power, right,

privilege or remedy pursuant to this Agreement or the other Loan Documents that requires any

consent, approval, recording, qualification or authorization of any Govermnental Authority, the

Borrower will execute and deliver, or will cause the execution and delivery of, all applications,

certifications, instruments and other documents and papers that the Lender may be required to

obtain from the Borrower or any applicable Group Member such governmental consent,

approval, recording, qualification or authorization.

(b) In furtherance and not in limitation ofthe foregoing, until the earlier of (i)

the ninetieth day after the Effective Date and (ii) the date on which the Borrower shall incur

Excluded First Lien Indebtedness, the Borrower shall execute and deliver, or cause to be

executed and delivered, replacement Collateral Documents (which may be amendments,

restatements, modifications or supplements of or to the Collateral Documents executed and

delivered by Borrower to Lender on the date hereof) as the Lender may reasonably request for

the purposes of implementing or effectuating the provisions of this Agreement and the other

Loan Documents, or ofmore fully perfecting or renewing the rights ofthe Lender with respect to

the Collateral pursuant hereto and thereto.

5.16. Executive Privileges and Compensation. (a) During the Relevant Period,

the Borrower shall comply with the following restrictions on executive privileges and

compensation:

(i) the Borrower shall take all necessary action to ensure that its Specified

Benefit Plans comply in all respects with the EESA, including, without limitation, the

provisions of the Capital Purchase Program (as defined in the EESA) and the TARP

Standards for Compensation and Corporate Govemance, as implemented by any

guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30, or

any other guidance or regulations promulgated under the EESA, as the same shall be in

effect from time to time (collectively, the "Compensation Regulations"), and shall not

adopt any new Specified Benefit Plan (x) that does not comply therewith or (y) that does

not expressly state and require that such Specified Benefit Plan and any compensation

thereunder shall be subject to all relevant Compensation Regulations adopted, issued or

released on or after the date any such Specified Benefit Plan is adopted. To the extent

that the Compensation Regulations change, or are implemented, in a marmer that requires

changes to then-existing Specified Benefit Plans, the Borrower shall effect such changes

to its Specified Benefit Plans as promptly as practicable after it has actual knowledge of

such changes in order to be in compliance with this Section 5. 16(a)(i) (and shall be

deemed to be in compliance for a reasonable period within which to effect such changes);

(ii) the Borrower shall be subject to the limits on the deductibility of executive

compensation imposed by section 162(m)(5) ofthe Code;

(iii) the Borrower shall not payor accrue any bonus or incentive compensation

to the Senior Employees, except as may be permitted under the EESA or the

Compensation Regulations;

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(iv) the Borrower shall not adopt or maintain any compensation plan that

would encourage manipulation of its reported earnings to enhance the compensation of

any ofits employees;

(v) the Borrower shall maintain (A) the reductions contemplated by

Section 6.l7(e) ofthe Sellers' Disclosure Schedule to the Master Transaction Agreement

and (B) unless otherwise consented to by the Treasury, all suspensions and other

restrictions of contributions to Specified Benefit Plans that are in place or initiated as of

the Effective Date; and

(vi) the Borrower shall otherwise comply with the provisions of the Capital

Purchase Program and the TARP Standards for Compensation and Corporate

Governance, as implemented by any guidance or regulation thereunder, including the

rules set forth in 31 C.F.R. Part 30, including without limitation the prohibition on golden

parachute and tax "gross up" payments, the requirement with respect to the establishment

of a compensation committee of the board of directors, and the requirement that the

Borrower provide certain disclosures to the Treasury and the Borrower's primary

regulator.

At all times throughout the Relevant Period, the Lender shall have the right to

require any Group Member to claw back any bonuses or other compensation, including golden

parachutes, paid to any Senior Employees by any Group Member or GM Oldco Party in violation

of any ofthe foregoing or of any of Section 5.16 ofthe DIP Credit Agreement.

(b) On or prior to September 15, 2009 and thereafter during the Relevant

Period, the Borrower shall cause (i) its principal executive officer and principal financial officer,

(or, in each case, a person acting in a similar capacity) and (ii) its compensation conunittee, as

applicable, to provide the certifications to the Treasury and the Borrower's primary regulator

required by the rules set forth in 31 C.F.R. Part 30. During the Relevant Period, the Borrower

shall preserve appropriate documentation and records to substantiate such certification in an

easily accessible place for a period not less than three years following the Maturity Date.

5.17. Aircraft. With respect to any private passenger aircraft or interest in such

aircraft that is owned or held by the Borrower or any of its respective Subsidiaries on the

Effective Date, such party shall demonstrate to the satisfaction ofthe Treasury that it is taking all

reasonable steps to divest itself of such aircraft or interest. In addition, during the Relevant

Period, the Borrower shall not acquire or lease any private passenger aircraft or interest in private

passenger aircraft after the Effective Date.

5.18. Restrictions on Expenses. (a) At all times throughout the Relevant

Period, the Borrower shall maintain and implement an Expense Policy, provide the Expense

Policy to the Treasury and the Borrower's primary regulatory agency, and post the text of the

Expense Policy on its Internet website, if the Borrower maintains a company website, and

distribute the Expense Policy to all employees covered under the Expense Policy. Any material

amendments to the Expense Policy shall require the prior written consent of the Treasury, and

any material deviations from the Expense Policy, whether in contravention thereof or pursuant to

waivers provided for thereunder, shall promptly be reported to the Treasury.

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(b) The Expense Policy shall, at a minimum: (i) require compliance with all

Requirements of Law, (ii) apply to the Borrower and all of its Subsidiaries, (iii) govern (A) the

hosting, sponsorship or other payment for conferences and events, (B) travel accommodations

and expenditures, (C) consulting arrangements with outside service providers, (D) any new lease

or acquisition ofreal estate, (E) expenses relating to office or facility renovations or relocations,

and (F) expenses relating to entertainment or holiday parties, (iv) provide for (x) internal

reporting and oversight, and (y) mechanisms for addressing non-compliance with the Expense

Policy, and (v) comply in all respects with the provisions of the Capital Purchase Program and

the TARP Standards for Compensation and Corporate Governance, as implemented by any

guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 30.

5.19. Employ American Workers Act. During the Relevant Period, the

Borrower shall comply, and the Borrower shall take all necessary action to ensure that its

Subsidiaries comply, in all respects with the provisions ofthe EAWA, as applicable.

5.20. Internal Controls; Recordkeeping; Additional Reporting. (a) During the

Relevant Period, the Borrower shall promptly establish internal controls to provide reasonable

assurance of compliance in all material respects with each of the Borrower's covenants and

agreements set forth in Sections 5.16,5.17,5.18,5.19 and 5.20(b) hereof and shall collect,

maintain and preserve reasonable records evidencing such internal controls and compliance

therewith, a copy of which records shall be provided to the Lender promptly upon request. On

the 15th day after the last day of each calendar quarter (or, ifsuch day is not a Business Day, on

the first Business Day after such day) commencing with the calendar quarter ending

September 30, 2009, the Borrower shall deliver to the Lender (at its address set forth in

Section 8.2) a report setting forth in reasonable detail (x) the status ofimplementing such internal

controls and (y) the Borrower's compliance (including any instances of material

non-compliance) with such covenants and agreernents. Such report shall be accompanied by a

certification duly executed by an SEO of the Borrower stating that such quarterly report is

accurate in all material respects to the best ofsuch SEO's knowledge, which certification shall be

made subject to the requirements and penalties set forth in Title 18, United States Code,

Section 1001.

(b) The Borrower shall use its reasonable best efforts to account for the use

and expected use of the proceeds from the Loans. On the 15th day after the last day of each

calendar quarter (or, ifsuch day is not a Business Day, on the first Business Day after such day)

commencing with the calendar quarter ending September 30,2009, the Borrower shall deliver to

the Lender (at its address set forth in Section 8.2) a report setting forth in reasonable detail the

actual use ofthe proceeds from the Loans (to the extent not previously reported on to the Lender

pursuant to Section 4.2). Such report shall be accompanied by a certification duly executed by

an SEO ofthe Borrower that such quarterly report is accurate in all material respects to the best

of such SEO's knowledge, which certification shall be made subject to the requirements and

penalties set forth in Title 18, United States Code, section 1001.

(c) The Borrower shall collect, maintain and preserve reasonable records

relating to the implementation of the Auto Supplier Support Program and all other Federal

support programs provided to the Borrower or any ofits Subsidiaries pursuant to the EESA, the

use of the proceeds thereunder and the compliance with the terms and provisions of such

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programs; provided that the Borrower shall have no obligation to comply with the foregoing in

connection with any such program to the extent that such program independently requires, by its

express terms, the Borrower to collect, maintain and preserve any records in connection

therewith. The Borrower shall provide the Lender with copy of all such reasonable records

promptly upon request.

5.21. Waivers. (a) For any Person who is a Loan Party as ofthe Effective Date

and any Person that becomes a Loan Party after the Effective Date, the Borrower shall cause a

waiver, in substantially the form attached hereto as Exhibit D-l, to be duly executed by such

Loan Party and promptly delivered to the Treasury.

(b) For any Person who is an SEQ as of the Effective Date and any Person

that becomes an SEQ after the Effective Date, the Borrower shall cause a waiver, in substantially

the form attached hereto as Exhibit D-2, to be dilly executed by such SEQ, and promptly

delivered to the Treasury.

(c) For any Person who is an SEQ as of the Effective Date and any Person

that becomes an SEQ after the Effective Date, the Borrower shall cause a consent and waiver, in

substantially the form attached hereto as Exhibit D-3, to be duly executed by such SEQ, and

promptly delivered to the Borrower (with a copy to the Treasury).

(d) For any Person who is a Senior Employee as ofthe Effective Date and any

Person that becomes an Senior Employee after the Effective Date, the Borrower shall cause a

waiver, in substantially the form attached hereto as Exhibit D-4, to be duly executed by such

Senior Employee, and promptly delivered to the Treasury.

(e) For any Person who is a Senior Employee as ofthe Effective Date and any

Person that becomes an Senior Employee after the Effective Date, the Borrower shall cause a

consent and waiver, in substantially the form attached hereto as Exhibit D-5, to be duly executed

by such Senior Employee, and promptly delivered to the Borrower (with a copy to the Treasury).

5.22. Modification of Canadian Facility Documents and VEBA Note Facility.

(a) The Borrower shall notifY the Lender in writing of the effectiveness of any amendments,

supplements, or other modifications to the documents related to the Canadian Facility not less

than five Business Days, if practicable, prior to the same becoming effective (or concurrently

with notice thereof to the Canadian Lender, if the Borrower gives such notice fewer than five

Business Days prior to the same becoming effective).

(b) Subject to the Intercreditor Agreement, the Borrower shall notifY the

Lender in writing of the effectiveness of any amendments, supplements, or other modifications

to the documents related to the VEBA Note Facility not less than five Business Days, if

practicable, prior to the same becoming effective (or concurrently with notice thereof to the

VEBA, if the Borrower gives such notice fewer than five Business Days prior to the same

becoming effective).

5.23. Additional Guarantors. Except as otherwise agreed to by the Lender, the

Borrower shall cause each Domestic Subsidiary of a North American Group Member who

becomes a Subsidiary after the Effective Date to become a Guarantor (each, an "Additional

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Guarantor") in accordance with Section 4.24 of the Guaranty, other than (i) Excluded

Subsidiaries, (ii) any Subsidiaries of GM Canada, (iii) any Foreign 956 Subsidiary, (iv) any

Other Foreign 956 Subsidiary and (v) any Non-U.S. Subsidiary owned in whole or in part by a

Foreign 956 Subsidiary, except in the case of clauses (i) through (iv), any Subsidiaries that were

guarantors under the DIP Credit Agreement or the Existing UST Term Loan Agreements.

5.24. [Intentionally Omitted].

5.25. Inspection of Property; 1300ks and Records; Discussions. The Borrower

shall, and shall cause each Group Member to, (a) except with respect to Excluded Subsidiaries,

keep proper books of records and account in which full, true and correct entries in conformity

with GAAP and all Requirements of Law shall be made of all dealings and transactions in

relation to its business and activities, and (b) permit representatives of the Lender, the Special

Inspector General of the Troubled Asset Relief Program or the Comptroller General of the

United States to visit and inspect any ofits properties and examine and make abstracts from any

ofits books and records and other data delivered to them pursuant to the Loan Documents at any

reasonable time and as often as may reasonably be desired and to discuss the business,

operations, properties and financial and other condition ofthe Group Members with officers and

employees ofthe Group Members and with its independent certified public accountants.

5.26. SEC Reporting Requirements. Prior to the filing of a registration

statement under the Securities Act, the Borrower shall file those reports contemplated to be filed

by the Borrower pursuant to that certain no-action relief letter issued to GM Oldco by the SEC

on or about the Effective Date.

5.27. Vitality Commitment. (a) Consistent with the Business Plan that the

Borrower developed and the assumptions made in said plan, and taking note of the production

commitments provided to the Canadian Lender and/or the Governments of Canada and Ontario,

the Borrower agrees to use its commercially reasonable best efforts to ensure that the volume of

manufacturing conducted in the United States is consistent with at least 90% of the level

envisioned in that Business Plan, absent a material adverse change in its business or operating

environment which would make the commitment outlined herein non-economic. In the event that

such a material adverse change occurs, the Borrower agrees to use its commercially reasonable

best efforts to ensure that the volume of United States manufacturing is the minimum variance

from the Business Plan that is consistent with good business judgment and the intent of the

commitment.

(b) The commitment set forth in Section 5.27(a) will remain in effect until the

later of December 31, 2014 and the date on which all of its Loans from the Treasury have been

repaid, provided that, in the event the Treasury has received total proceeds from debt

repayments, preferred stock redemptions and common stock sales equal to the total dollar

amount of all Treasury invested capital, then the commitments outlined herein shall no longer be

in force.

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5.28. Survival ofTARP Covenants.

(a) The obligation of the Loan Parties to comply with the TARP Covenants

shall survive during the Relevant Period or, in the case of Section 5.27, during the Vitality

Commitment Period, notwithstanding the repayment in full of all the Loans and the other

Obligations.

(b) Each Loan Party acknowledges that survival of the TARP Covenants was

a material inducement to the Treasury entering into this Agreement and providing the Loans, and

each Loan Party further acknowledges that it will not contest that the Treasury does not have an

adequate remedy at law for a breach of the TARP Covenants and that the Treasury cannot be

made whole by the payment of monetary damages. The Treasury is entitled to seek specific

performance ofthe TARP Covenants and the appointment of a court-ordered monitor acceptable

to the Treasury (and at the sole expense of the Borrower) to ensure compliance with the TARP

Covenants. In addition, each Loan Party agrees that it (i) shall not oppose any motion for

preliminary or permanent injunctive relief or any other similar form of expedited relief in an

action by the Treasury to enforce the TARP Covenants on the ground that the Treasury has not

sustained irreparable harm or on any other basis (other than a defense on the merits), and

(ii) waives all defenses and counterclaims that may at any time be available to or be asserted by

such Loan Party against the Treasury with respect to the enforceability of the TARP Covenants

and/or the remedy ofspecific performance ofthe TARP Covenants. Each Loan Party submits to

the jurisdiction of the United States District Court for the District of Columbia for purposes of

enforcement of the TARP Covenants, and any appellate court therefrom, and consents that any

such action or proceeding to enforce the TARP Covenants may be brought in such courts and

waives any objection that it may now or hereafter have to the venue of any such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient

court and agrees not to plead or claim the same.

5.29. [Intentionally Omitted.]

5.30. Intellectual Property. Each Loan Party shall use its best efforts to ensure

that the Lender is obtaining through the Loan Documents sufficient rights and assets to enable a

subsequent purchaser of the Collateral (subject to Permitted Liens) in a sale pursuant to its

remedies under any Loan Document to manufacture vehicles of substantially the same quality

and nature as those sold by the Borrower as ofthe date hereof, provided that such purchaser has

access to reasonably common motor vehicle technologies and manufacturing capabilities

appropriate for vehicles ofsuch nature, and to market such vehicles through substantially similar

channels as those employed by the Borrower.

5.31. Various Agreements. The Borrower shall at all times comply in all

material respects with the Registration Rights Agreement and the Stockholders Agreement.

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SECTION 6

NEGATIVE COVENANTS

Each Loan Party jointly and severally covenants and agrees that, so long as the

Loans are outstanding and until payment in full of all Obligations, each Loan Party shall and

shall cause each North American Group Member and each other applicable Person to comply

with the following negative covenants:

6.1. Prohibition on Fundamental Changes. No North American Group

Member shall, at any time, directly or indirectly, enter into any transaction of merger,

consolidation or amalgamation, or liquidate, wind up or dissolve itself(or suffer any liquidation,

winding up or dissolution) or Dispose of all or substantially all of its Property without the

Lender's prior consent, provided that, (a) any North American Group Member may merge with,

consolidate with, amalgamate with, or Dispose of all or substantially all of its Property (and

thereafter wind up or dissolve itself) to, (i) another North American Group Member or (ii) any

other Person pursuant to the Transaction Documents; provided that (A) such action does not

result in the material diminishment of the Collateral, (B) (x) in the case of a merger,

consolidation or amalgamation with or into the Borrower, the Borrower shall be the continuing

or surviving entity or, in the event that the Borrower is not the continuing or surviving entity, (1)

the surviving entity expressly assumes the obligations of the Borrower under the Loan

Documents and the VEBA Note Facility and (2) the surviving entity is organized under the laws

of a State in the United States, and (y) in the case of a merger, consolidation or amalgamation

with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the

event that such Guarantor is not the continuing or surviving entity, (1) the surviving entity

expressly assumes the obligations of such Guarantor under the Loan Documents and the VEBA

Note Facility or promptly after the consummation of such transaction, the continuing or

surviving corporation shall become a Guarantor, and (2) the surviving entity is organized under

the laws of a State in the United States, and (C) any Guarantor may otherwise merge,

consolidate, amalgamate into or divest of all or substantially all of its Property only to another

Loan Party.

6.2. [Intentionally Omitted].

6.3. [Intentionally Omitted].

6.4. Limitation on Liens. None ofthe Borrower, any U.S. Subsidiary, nor any

Structured Financing Subsidiary (other than any other Excluded Subsidiary) will, create, incur,

assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter

acquired, except Permitted Liens.

6.5. Restricted Payments. No North American Group Member shall, (i)

declare or pay any dividend (other than dividends payable solely in common Capital Stock ofthe

Person making such dividend) on, or make any payment on account of, or set apart assets for a

sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other

acquisition of any Capital Stock of any North American Group Member, whether now or

hereafter outstanding, or make any other distribution in respect thereof, either directly or

USActive 16661101.38 -71-
indirectly, whether in cash or property or in obligations of any North American Group Member

or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash

or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with

this Agreement) (any such payment referred to in clauses (i) and (ii), a "Restricted Payment"),

other than:

(a) redemptions, acquisitions or the retirement for value or repurchases (or

loans, distributions or advances to effect the same) of shares of Capital Stock from current or

former officers, directors, consultants and employees, including upon the exercise of stock

options or warrants for such Capital Stock, or any executive or employee savings or

compensation plans, or, in each case to the extent applicable, their respective estates, spouses,

former spouses or family members or other permitted transferees;

(b) any Subsidiary (including an Excluded Subsidiary) may make Restricted

Payments to its direct parent or to the Borrower or any Guarantor that is a Wholly Owned

Subsidiary;

(c) any JV Subsidiary may make Restricted Payments required or permitted to

be made pursuant to the terms of the joint venture arrangements in effect on the Effective Date

(or otherwise as approved by the Lender) to holders of its Capital Stock, provided that, the

Borrower and its Subsidiaries have received their pro rata portion ofsuch Restricted Payments;

(d) any Subsidiary that is not a North American Group Member may make

Restricted Payments to any other Subsidiary or Subsidiaries that are not North American Group

Members;

(e) [intentionally omitted];

(f) the Borrower may make Restricted Payments so long as (i) no Default or

Event of Default shall have occurred and be continuing at the time of such payment and

(ii) immediately prior to and after giving effect to such Restricted Payment, the Consolidated

Leverage Ratio shall be less than 3.00 to 1.00; and

(g) the Borrower may make Restricted Payments III respect of preferred

Capital Stock ofthe Borrower to the holders thereof.

6.6. Amendments to Transaction Documents. No North American Group

Member shall (a) amend, supplement or otherwise modify (pursuant to a waiver or otherwise)

the terms and conditions of the indemnities and licenses furnished to the Borrower and its

successors or any of its Subsidiaries pursuant to the Transaction Documents (other than as

specifically contemplated thereby) such that after giving effect thereto such indemnities or

licenses, taken as a whole, shall be materially less favorable to the interests ofthe Borrower and

its successors and Subsidiaries or the Lender with respect thereto or (b) otherwise amend,

supplement or otherwise modify the terms and conditions of the Transaction Documents (other

than as specifically contemplated thereby) in such a manner as could reasonably be expected to

increase the consideration or obligations owed by the Borrower as "Buyer" thereunder to the

Sellers.

USAclive 16661101.38 -72-
6.7. [Intentionally Omitted].

6.8. Negative Pledge. No U.S. Subsidiary (other than an Excluded Subsidiary)

shall, enter into or suffer to exist or become effective any agreement that prohibits or limits the

ability of any North American Group Member to create, incur, assume or pennit to exist any

Lien upon any of the Collateral, whether now owned or hereafter acquired, other than this

Agreement, the other Loan Documents, the Existing Agreements, and Pennitted Liens; provided

that the agreements excepted from the restrictions of this Section shall include customary

negative pledge clauses in agreements providing refinancing Indebtedness or pennitted

unsecured Indebtedness.

6.9. Indebtedness. No North American Group Member nor any Structured

Financing Subsidiary that is a Domestic Subsidiary shall create, incur, assume or suffer to exist

any Indebtedness except Pennitted Indebtedness.

6.10. [Intentionally Omitted].

6.11. [Intentionally Omitted].

6.12. Limitation on Sale ofAssets. Subject to any other applicable provision of

any Loan Document, each North American Group Member shall have the right to Dispose freely

of any ofits Property (including, without limitation, receivables and leasehold interests) whether

now owned or hereafter acquired; provided that, to the extent required, the Net Cash Proceeds

thereof are applied in accordance with Section 2.5.

6.13. Restrictions on Pension Plans. (a) During the Relevant Period, and except

by operation of law, no Loan Party or ERISA Affiliate shall increase any pecuniary or other

benefits obligated or incurred by any Plan nor shall any Loan Party or ERISA Affiliate provide

for other ancillary benefits or lump sum benefits that would be funded by the assets held by any

Plan other than benefits due in accordance with Plan tenns as ofthe Effective Date.

(b) Notwithstanding the foregoing, the prohibitions on benefit increases under

Section 6.13(a) shall not apply to (i) the creation or payment of any obligations associated with

any plant shutdowns, permanent layoffs, attrition programs, or other workforce reduction

programs after the Effective Date and (ii) a benefit that was not in effect under the tenns of a

Plan on December 31, 2008 ifthe Lender approves such benefit increase and, in the case of each

of clause (i) and (ii) above, at the time of such benefit increase and taking into account such

benefit increase, each Plan ofthe Borrower and each Plan of each ofits ERISA Affiliates is fully

funded. In addition, during the Relevant Period, the Borrower agrees that no contribution under

section 206(g)(l)(B), 206(g)(2)(B), or 206(g)(4)(B) ofERISA shall be made to any Plan.

(c) During the Relevant Period, the Borrower shall comply with the

provisions of this Section 6.13. This Section 6.13 shall survive termination of this Agreement

and satisfaction of all Obligations thereunder.

6.14. [Intentionally Omitted].

6.15. [Intentionally Omitted].

USActive 16661101.38 -73-
6.16. Clauses Restricting Subsidiary Distributions. The Borrower will not, and

will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual

encumbrance or restriction on the ability of any such Guarantor to (a) make Restricted Payments

in respect of any Capital Stock of such Guarantor held by, or pay any Indebtedness owed to, the

Borrower or any Guarantor, (b) make loans or advances to, or other Investments in, the Borrower

or any Guarantor or (c) transfer any ofits assets to the Borrower or any Guarantor, except, in the

case of each of clauses (a), (b) and (c) above, for such encumbrances or restrictions existing

under or by reason of(i) any restrictions existing under the Loan Documents and the VEBA Note

Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility,

(ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been

entered into in connection with the Disposition of all or substantially all ofthe Capital Stock or

assets of such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in

connection with the acquisition of assets by the Borrower or any Guarantor permitted hereunder

or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance

or restriction is not applicable to any Person, or the properties or assets of any Person, other than

the Person or the properties or assets ofthe Person so acquired, (iv) restrictions on the transfer of

assets subject to any Lien permitted by Section 6.4 imposed by the holder ofsuch Lien or on the

transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of

such assets, (v) provisions in joint venture agreements and other similar agreements (in each case

relating solely to the respective joint venture or similar entity or the Capital Stock therein)

entered into in the ordinary course of business, (vi) restrictions contained in the terms of any

agreements governing purchase money obligations, Capital Lease Obligations or Attributable

Obligations not incurred in violation of this Agreement, provided that, such restrictions relate

only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing

Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the

extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First

Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under

contracts or other arrangements entered into or agreed to in the ordinary course of business,

(x) customary non-assignment provisions in leases, contracts, licenses and other agreements

entered into in the ordinary course of business and consistent with past practices (including past

practices of the GM 01dco Parties, as applicable), or (xi) any amendments, modifications,

restatements, increases, supplements, refundings, replacements, or refinancings of the contracts,

instruments or obligations referred to in clauses (i) through (x) above; provided, however, that

the provisions relating to such encumbrance or restriction contained in any such amendment,

modification, restatement, increase, supplement, refunding, replacement, or refinancing are not

materially less favorable, taken as a whole, to the Group Members and the Lender than the

provisions relating to such encumbrance or restriction contained in agreements referred to in

such clause.

6.17. [Intentionally Omitted].

6.18. [Intentionally Omitted].

6.19. [Intentionally Omittedl.

6.20. Conflict with Canadian Facility. Notwithstanding anything to the contrary

herein, nothing contained in this Section 6 shall restrict, limit or otherwise prohibit GM Canada

USAct;ve 16661101.38 -74-
or any of its Canadian Subsidiaries from complying with any payment obligation or any other

affirmative obligation under the Canadian Facility.

6.21. [Intentionally Omitted].

6.22. Conflict with VEBA Note Facilitv. Notwithstanding anything to the

contrary herein, nothing contained in this Section 6 shall restrict, limit or otherwise prohibit the

Borrower or any of its Subsidiaries from complying with any payment obligation or any other

affirmative obligation under the VEBA Note Facility.

SECTION 7

EVENTS OF DEFAULT

7.1. Events ofDefault. Each ofthe following events shall constitute an "Event

ofDefault", provided that any requirement for the giving of notice, the lapse oftime, or both, has

been satisfied:

(a) the Borrower shall default in the payment of any principal of or interest on

the Loans when due (whether at stated maturity, upon acceleration or pursuant to Section 2.5),

provided however, that the Borrower shall have five Business Days' grace period for the

payment ofinterest hereunder; or

(b) any Guarantor shall default in its payment obligations under the Guaranty;

or

(c) any Loan Party shall default in the payment of any other amount payable

by it hereunder or under any other Loan Document after notification by the Lender of such

default, and such default shall have continued unremedied for five Business Days; or

(d) any North American Group Member shall breach any applicable covenant

contained in Section 5.16 (Executive Privileges and Compensation), Section 5.17 (Aircraft),

Section 5.18 (Restrictions on Expenses), Section 5.19 (Employ American Workers Act),

Section 5.20 (Internal Controls; Recordkeeping; Additional Reporting), Section 5.21 (Waivers),

or Section 6 hereof; or

(e) any North American Group Member shall default in performance of or

otherwise breach non-payment obligations or covenants under any of the Loan Documents not

covered by another clause in this Section 7, and such default has not been remedied within the

applicable grace period provided therein, or if no grace period, within 30 calendar days; or

(f) any representation, warranty or certification made or deemed made herein

or in any other Loan Document by any North American Group Member or any certificate

furnished to the Lender pursuant to the provisions hereof or thereof, shall prove to have been

false or misleading in any material respect as ofthe time made or furnished; or

(g)

USActive 16661101.38

[intentionally omitted]; or

-75-
(h) [intentionally omitted]; or

(i) [intentionally omitted]; or

G) any Material North American Group Member shall (i) apply for or consent

to the appointment of, or the taking of possession by, a receiver, interim receiver, receiver and

manager, custodian, trustee, interim trustee, examiner or liquidator of itself or of all or a

substantial part of its directly-owned property, (ii) make a general assignment for the benefit of

its creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition

seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization,

liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts,

(v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition

filed against it in an involuntary case under the Bankruptcy Code, (vi) take any corporate or

other action for the purpose of effecting any of the foregoing, or (vii) generally fail to pay the

Borrower's or such Material North American Group Member's (as applicable) debts as they

become due; or

(k) [intentionally omitted]; or

(I) [intentionally omitted]; or

(m) [intentionally omitted]; or

(n) a judgment or judgments as to any obligation for the payment ofmoney in

excess of $100,000,000 in the aggregate (to the extent that it is, in the reasonable determination

of the Lender, uninsured and provided that any insurance or other credit posted in connection

with an appeal shall not be deemed insurance for these purposes) shall be rendered against any

North American Group Member by one or more courts, administrative tribunals or other bodies

having jurisdiction over them and the enforcement thereof shall not be stayed (hy operation of

law, the rules or orders of a court with jurisdiction over the matter or by consent of the party

litigants) for ten calendar days; or there shall be rendered against any North American Group

Member a non-monetary judgment that causes or would reasonably be expected to cause a

Material Adverse Effect on the ability of the Loan Parties (taken as a whole) to perform their

obligations under the Loan Documents and the enforcement thereof shall not be stayed (hy

operation of law, the rules or orders of a court with jurisdiction over the matter or by consent of

the party litigants) for ten calendar days; or

(0) [intentionally omitted]; or

(P) any Loan Document shall for whatever reason be terminated, the Loan

Documents shall cease to create a valid security interest in any ofthe Collateral purported to be

covered hereby or thereby, or any North American Group Member's material obligations under

the Loan Documents (including the Borrower's Obligations hereunder) shall cease to be in full

force and effect, or the enforceability thereof shall be contested by any North American Group

Member; or

(q) the filing of a motion, pleading or proceeding by any of the other Loan

Parties which could reasonably be expected to result in a material impairment of the rights or

USActive 16661101.38 -76-
interests ofthe Lender under any Loan Document, or a determination by a court with respect to a

motion, pleading or proceeding brought by another party that results in a material impairment of

the rights or interests ofthe Lender under any Loan Document; or

(r) [intentionally omitted]; or

(s) [intentionally omitted]; or

(t) (i) any Person shall engage in any "prohibited transaction" (as defined in

Section 406 of ERISA or Section 4975 of the Code) involving any Plan, or any other ERISA

Event shall occur, (ii) any failure to meet the minimum funding standards of Section 302 of

ERISA, whether or not waived, shall exist with respect to any Plan or any Lien in favor of the

PBGC with respect to any such Plan shall arise on the assets of any North American Group

Member or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or

proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to

administer or to terminate, any Plan, which Reportable Event or commencement of proceedings

or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the

termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for

purposes of Title IV of ERISA, (v) any North American Group Member or any ERISA Affiliate

shall, or in the reasonable opinion ofthe Lender is likely to, incur any liability in connection with

a withdrawal from, or the Insolvency or reorganization of, a Multiemployer Plan, (vi) any labor

union or collective bargaining unit shall engage in a strike or other work stoppage, (vii) the

assets of any North American Group Member shall be treated as plan assets under 29 C.F.R.

2510.3-101 as amended by section 3(42) of ERISA, or (viii) any other event or condition shall

occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) above, such

event or condition, together with all other such events or conditions, if any, could reasonably be

expected to have a Material Adverse Effect; or

(u) any Change ofControl shall have occurred without the prior consent ofthe

Lender; or

(v) any North American Group Member shall grant, or suffer to exist, any

Lien on any Collateral other than Permitted Liens; or the Liens contemplated under the Loan

Documents shall cease to be perfected Liens on the Collateral in favor of the Lender of the

requisite priority hereunder with respect to such Collateral (subject to the Permitted Liens); or

(w) [intentionally omitted]; or

(x) any Governmental Authority or any person, agency or entity acting or

purporting to act under governmental authority shall have taken any action to condemn, seize or

appropriate, or to assume custody or control of, all or any substantial part of the Collateral, or

(except with respect to any Permitted Holder in its capacity as a Permitted Holder) shall have

taken any action to displace the management of any North American Group Member or to curtail

its authority in the conduct of the business of any Loan Party, and such action provided for in

this subsection (x) shall not have been discontinued or stayed within 30 days; or

(y)

USAc!ive 16661101.38

[intentionally omitted]; or

-77-
(z) [intentionally omitted]; or

(aa) a custodian, receiver, conservator, liquidator, trustee or similar official for

any Material North American Group Member, or of any of its directly-owned Property (as a

debtor or creditor protection procedure), is appointed or takes possession ofsuch directly-owned

Property; or any Material North American Group Member is adjudicated bankrupt or insolvent;

or an order for relief is entered under the Bankruptcy Code, or any successor or similar

applicable statute, or any administrative insolvency scheme, against any Loan Party; or any ofits

directly-owned Property is sequestered by court or administrative order; or a petition is filed

against any Material North American Group Member under any bankruptcy, reorganization,

arrangement, insolvency, readjustment of debt, dissolution, moratorium, delinquency or

liquidation law of any jurisdiction, whether now or subsequently in effect, and such petition is

not dismissed within 60 days; or

(bb) any Loan Party shall admit its inability to, or intention not to, perform any

ofsuch party's material Obligations hereunder; or

(cc) GM Canada shall (i) default in making any payment of any principal of

any Indebtedness under the Canadian Facility on the scheduled or original due date with respect

thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond

the period of grace, if any, provided in the Canadian Facility; or (iii) default in the observance or

performance of any other agreement or condition relating to any such Indebtedness (other than a

breach of the COCA (as defined in the Canadian Facility» or contained in any instrument or

agreement evidencing, securing or relating thereto, or any other event shall occur or condition

exist (other than a breach ofthe COCA (as defined in the Canadian Facility», the effect ofwhich

default or other event or condition is to cause, or to permit the holder or beneficiary of such

Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the

giving of notice if required, such Indebtedness to become due prior to its stated maturity or to

become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any

such Indebtedness constituting a Guarantee Obligation) to become payable; or

(dd) the Borrower shall (i) default in making any payment of any principal of

any Indebtedness under the VEBA Note Facility on the scheduled or original due date with

respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness

beyond the period of grace, if any, provided in the VEBA Note Facility; or (iii) default in the

observance or performance of any other agreement or condition relating to any such

Indebtedness or contained in any instrument or agreement evidencing, securing or relating

thereto, or any other event shall occur or condition exist, the effect of which default or other

event or condition is to cause, or to permit the holder or beneficiary ofsuch Indebtedness (or a

trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if

required, such Indebtedness to become due prior to its stated maturity or to become subject to a

mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness

constituting a Guarantee Obligation) to become payable; or

(ee) any North American Group Member shall (i) default in making any

payment of any principal of any Indebtedness (including any Guarantee Obligation, but

excluding the Loans, the Canadian Facility (other than a breach of the COCA (as defined in the

USActive 16661101.38 -78-
Canadian Facility)), and the VEBA Note Facility) on the scheduled or original due date with

respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness

beyond the period of grace, if any, provided in the instrument or agreement under which such

Indebtedness was created; or (iii) default in the observance or performance of any other

agreement or condition relating to any such Indebtedness (including a breach of the COCA (as

defined in the Canadian Facility)) or contained in any instrument or agreement evidencing,

securing or relating thereto, or any other event shall occur or condition exist, the effect of which

default or other event or condition is to cause such Indebtedness to become due prior to its stated

maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in

the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;

provided that a default, event or condition described in clause (i), (ii) or (iii) of this

paragraph (ee) shall not at any time constitute an Event of Default unless, at such time, one or

more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this

paragraph (ee) shall have occurred and be continuing with respect to Indebtedness, the

Outstanding Amount ofwhich exceeds in the aggregate $I 00,000,000.

7.2. Remedies upon Event of Default. (a) If any Event of Default occurs and

is continuing, without limiting the rights and remedies available to the Lender under Applicable

Law, the Lender may, by written notice to the Borrower, take any or all ofthe following actions,

at the same or different times:

(i) declare the principal of and accrued interest on the outstanding

Loans to be immediately due and payable;

(ii) set-off any amounts held in any accounts maintained by any Loan

Party with respect to which the Lender is a party to a control agreement; or

(iii) take any other action or exercise any other right or remedy

(including, without limitation, with respect to the Liens in favor ofthe Lender) permitted

under the Loan Documents or by Applicable Law.

(b) Notwithstanding the foregoing, if such event is an Event of Default

specified in Section 7.10) or 7.I(aa) above with respect to the Borrower, automatically the Loans

(with accrued interest thereon) and all other amounts owing under this Agreement and the other

Loan Documents shall immediately become due and payable.

(c) For the avoidance of doubt, the Lender may in its discretion waive any

Default, Event of Default or any right it may have to take any enforcement action as a

consequence thereof. Except as expressly provided above in this Section 7.2 or required by law

(and which cannot be waived), presentment, demand, protest and all other notices of any kind are

hereby expressly waived by the Borrower.

USActiv.16661101.38 -79-
SECTIONS

MISCELLANEOUS

8.1. Amendments and Waivers. (a) Neither this Agreement, any other Loan

Document, nor any terms hereof or thereof may be amended, supplemented or modified except

in accordance with the provisions of this Section 8.1 or as otherwise expressly provided herein.

The Lender and the Borrower (on its own behalf and as agent on behalf of any other Loan Party

party to the relevant Loan Document) may, from time to time, (i) enter into written amendments,

supplements or modifications hereto and to the other Loan Documents for the purpose of adding

any provisions to this Agreement or the other Loan Documents or changing in any manner the

rights or obligations of the Lender or of the Loan Parties hereunder or thereunder or (ii) waive,

on such terms and conditions as the Lender may specify in such instrument, any of the

requirements ofthis Agreement or the other Loan Documents or any Default or Event ofDefault

and its consequences.

(b) Any such waiver and any such amendment, supplement or modification

shall be binding upon the Loan Parties, the Lender and all future holders of the Loans. In the

case of any waiver, the Loan Parties and the Lender shall be restored to their former position and

rights hereunder and under the other Loan Documents, and any Default or Event of Default

waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any

subsequent or other Default or Event of Default, or impair any right consequent thereon. Any

such waiver, amendment, supplement or modification shall be effected by a written instrument

signed by the parties required to sign pursuant to the foregoing provisions of this Section 8.1;

provided that, delivery of an executed signature page of any such instrument by facsimile

transmission shall be effective as delivery of a manually executed counterpart thereof.

8.2. Notices. (a) All notices, requests and demands to or upon the respective

parties hereto to be effective shall be in writing (including by telecopy or electronic

transmission), and, unless otherwise expressly provided herein, shall be deemed to have been

duly given or made when delivered, or three Business Days after being deposited in the mail,

postage prepaid, or, in the case oftelecopy notice or electronic transmission or overnight or hand

delivery, when received, addressed as follows in the case of the Borrower and the Lender, or to

such other address as may be hereafter notified by the respective parties hereto:

Borrower:

General Motors Company

300 Renaissance Center

Detroit, MI 48265-3000

Attention: ChiefFinancial Officer

Telecopy: 313-667-4605

USActive 16661101.38 -80-
with a copy to:

General Motors Company

767 Fifth Avenue, 14th Floor

New York, NY 10153

Attention: Treasurer

Te1ecopy: 212-418-3630

and

General Motors Company

300 Renaissance Center

Detroit, MI 48265-3000

Attention: Kimberly K. Hudolin

Telecopy: 248-267-4318

and:

Weil, GotshaI & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Attention: Stephen Karotkin

Richard Ginsburg

Soo-Jin Shim

Telecopy: 212-310-8007

Lender:

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: ChiefCounsel Office ofFinancial Stability

Telecopy: 202-927-9225

Email: OFSChiefCounseINotices@do.treas.gov

with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Attention: John J. Rapisardi

Telecopy: 212-504-6666

Telephone: 212-504-6000

provided that any notice, request or demand to or upon the Lender shall not be effective until

received.

USActive 16661101.38 -81-
(b) Notices and other communications to the Lender hereunder may be

delivered or furnished by electronic communications pursuant to procedures approved by the

Lender in its sole discretion. The Lender or the Borrower may, in its discretion, agree to accept

notices and other communications to it hereunder by electronic communications pursuant to

procedures approved by it; provided that approval of such procedures may be limited to

particular notices or communications.

8.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in

exercising, on the part of the Lender, any right, remedy, power or privilege hereunder or under

the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial

exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy, power or privilege. The

rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any

rights, remedies, powers and privileges provided by law.

8.4. Survival of Representations and Warranties. All representations and

warranties made hereunder, in the other Loan Documents and in any document, certificate or

statement delivered pursuant hereto or in connection herewith shall survive the execution and

delivery ofthis Agreement and the making ofthe Loans and other extensions of credit hereunder.

8.5. Payment of Expenses. The Borrower agrees (a) to payor reimburse the

Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the

development, preparation and execution of, and any amendment, supplement or modification to,

this Agreement and the other Loan Documents and any other documents prepared in connection

herewith or therewith, and the consummation and administration of the transactions

contemplated hereby and thereby (including the reasonable out-of-pocket costs and expenses and

professional fees ofthe advisors and counsel to the Lender), and (ii) costs and expenses incurred

in connection with the enforcement or preservation of any rights or exercise of remedies under

this Agreement, the other Loan Documents and any other documents prepared in connection

herewith or therewith in respect of any Event of Default or otherwise, including the fees and

disbursements of counsel (including the allocated fees and disbursements and other charges of

in-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the

Lender harmless from, any and all recording and filing fees and any and all liabilities with

respect to, or resulting from any delay in paying such fees, if any, which may be payable or

determined to be payable in connection with the execution and delivery of, or consummation or

administration of any of the transactions contemplated by, or any amendment, supplement or

modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan

Documents and any such other documents, and (c) to pay, indemnify or reimburse the Lender, its

affiliates, and its and their respective officers, directors, partners, employees, advisors, agents,

controlling persons and trustees (each, an "Indemnitee") for, and hold each Indemnitee harmless

from and against any and all other liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by

an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any

other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of

this Agreement, any other Loan Document or any agreement or instrument contemplated hereby

or thereby, the performance by the parties hereto or thereto of their respective obligations

hereunder or thereunder or the consummation of the transactions contemplated hereby or

USActive 16661101.38 -82-
thereby, including any of the foregoing relating to the use or proposed use of proceeds of the

Loans or the violation of, noncompliance with or liability under, any Environmental Law

applicable to the operations or assets of any Group Member, including any of the Mortgaged

Properties, and the reasonable fees and expenses of legal counsel in connection with claims,

actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or

any actual or prospective claim, litigation, investigation or proceeding relating to any of the

foregoing, whether based on contract, tort or any other theory, whether brought by any third

party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a

party thereto (all the foregoing in this clause (c), collectively, the "Indemnified Liabilities"),

provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to

Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross

negligence or willful misconduct of, in each case as determined by a final and nonappealable

decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their

respective officers, directors, partners, employees, agents or controlling persons. No Indemnitee

shall be liable for any damages arising from the use by unauthorized persons of information or

other materials sent through electronic, telecommunications or other information transmission

systems that are intercepted by such persons or for any special, indirect, consequential or

punitive damages in connection with the Loans. Without limiting the foregoing, and to the

extent permitted by Applicable Law, the Borrower agrees not to assert and to cause its

Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all

rights for contribution or any other rights of recovery with respect to all claims, demands,

penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature,

under or related to Environmental Laws, that any of them might have by statute or otherwise

against any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than

30 days after written demand therefor. Statements payable by the Borrower pursuant to this

Section 8.5 shall be submitted to the Treasurer of the Borrower as set forth in Section 8.2, or to

such other Person or address as may be hereafter designated by the Borrower in a written notice

to the Lender. The agreements in this Section 8.5 shall survive repayment ofthe Loans and all

other amounts payable hereunder.

8.6. Successors and Assigns: Participations and Assignments. (a) The

provisions ofthis Agreement shall be binding upon and inure to the benefit ofthe parties hereto,

all future holders of the Loans and their respective successors and assigns permitted hereby,

except that the Borrower may not assign or otherwise transfer any of its rights or obligations

hereunder without the prior written consent of the Lender (and any attempted assignment or

transfer by the Borrower without such consent shall be null and void) and the Lender may not

assign or otherwise transfer its rights or obligations hereunder except in accordance with this

Section 8.6.

(b) The Lender may assign or transfer to (i) prior to the occurrence of a

Default or Event of Default which is continuing, one or more assignees (each, an "Assignee")

other than an Ineligible Acquirer and (ii) following the occurrence and during the continuance of

a Default or an Event of Default, any Assignee including an Ineligible Acquirer, all or a portion

ofits rights and obligations under this Agreement (including all or a portion ofthe Loans at the

time owing to it), together with any related rights and obligations thereunder, in each case

following notice to the Borrower but without the consent of the Borrower, pursuant to an

Assignment and Assumption executed by the applicable Assignee and the Lender and delivered

USActive 16661101.38 -83-
to the Borrower for its records. The Borrower or its agent will maintain a register ("Register") of

the Lender and Assignees. The Register shall contain the names and addresses ofthe Lender and

Assignees and the principal amount ofthe loans (and stated interest thereon) held by the Lender

and each Assignee from time to time. The entries in the Register shall be conclusive and

binding, absent manifest error. The Borrower shall enter into such amendments or other

modifications to this Agreement and the other Loan Documents as are reasonably required to

accommodate any such assignments, including, without limitation, amendments or modifications

which provide for the accommodation of multiple lenders and the appointment of administrative

and collateral agents for the Lender and such Assignees; provided that, such amendments or

modifications do not materially increase the tax cost to the Borrower ofmaintaining the Loans.

(c) The Lender may sell participations in all or a portion of the Lender's

rights and obligations under this Agreement (including all or a portion ofthe Loans owing to it)

(each, a "Participation") to (i) prior to the occurrence of a Default or Event of Default which is

continuing, one or more purchasers (each, a "Participant") other than an Ineligible Acquirer,

including one or more lenders or other Persons that provide financing to the Lender in the form

of sales and repurchases of participations and (ii) following the occurrence and during the

continuance of a Default or an Event ofDefault, any Participant including an Ineligible Acquirer,

all or a portion of its rights and obligations under this Agreement (including all or a portion of

the Loans at the time owing to it), together with any related rights and obligations thereunder, in

each case following notice to the Borrower but without the consent of the Borrower, provided

that, in each case, (A) the Lender's obligations under this Agreement shall remain unchanged,

(B) the Lender shall remain solely responsible to the other parties hereto for the performance of

such obligations, (C) the Borrower shall continue to deal solely and directly with the Lender in

connection with the Lender's rights and obligations under this Agreement. Any agreement

pursuant to which the Lender sells such a participation shall provide that the Lender shall retain

the sole right to enforce this Agreement and to approve any amendment, modification or waiver

of any provision of this Agreement; provided that such agreement may provide that the Lender

will not, without the consent ofthe Participant, agree to any amendment, modification or waiver

that (1) reduces the amount ofthe Loans, extends the Maturity Date ofthe Loans or reduces the

rate of interest or any fee of the Loans or extends the due date of any such rate or fee or

(2) directly affects such Participant. Subject to this Section 8.6(c), the Borrower agrees that each

Participant shall be entitled to the benefits of Section 2.10, 2.12 and 2.13 to the same extent as if

it were the Lender and had acquired its interest by assignment pursuant to Section 8.6(b),

provided that the Lender and all Participants shall be entitled to receive no greater amount in the

aggregate pursuant to such Sections than the Lender would have been entitled to receive had no

such transfer occurred unless such transfer occurs while an Event of Default shall have occurred

and be continuing. To the extent permitted by law, and subject to this Section 8.6(c), each

Participant also shall be entitled to the benefits of Section 8.7 as though it were the Lender. In

the event that the Lender sells a participation in the Lender's rights and obligations under this

Agreement, the Lender, on behalf of Borrower, shall maintain a register on which it enters the

name, address and interest in this Agreement of all Participants.

(d) For avoidance of doubt, the parties to this Agreement acknowledge that

the provisions of this Section 8.6 conceming assignments of Loans relate only to absolute

assignments and that such provisions do not prohibit assignments creating security interests in

Loans to (i) prior to the occurrence of a Default or an Event of Default which is continuing, one

USActive 16661101.38 -84-
or more pledgees other than an Ineligible Acquirer, and (ii) following the occurrence and during

the continuance of a Default or an Event of Default, any pledgee including any Ineligible

Acquirer, including in each case, without limitation, any pledge or assignment by a Lender of

any Loan to any Federal Reserve Bank in accordance with Applicable Law.

8.7. Set-off. In addition to any rights and remedies of the Lender provided by

law, the Lender shall have the right, without prior notice to the Borrower, any such notice being

expressly waived by the Borrower to the extent permitted by Applicable Law, upon all amounts

owing hereunder becoming due and payable (whether at the stated maturity, by acceleration or

otherwise) to set off and appropriate and apply against such amount any and all deposits (general

or special, time or demand, provisional or final), in any currency, and any other credits,

indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or

contingent, matured or unmatured, at any time held or owing by the Lender or any branch or

agency thereof to or for the credit or the account ofthe Borrower. The Lender agrees promptly

to notify the Borrower after any such set-off and application made by the Lender; provided that,

the failure to give such notice shall not affect the validity ofsuch set-off and application.

8.8. Counterparts. This Agreement may be executed by one or more of the

parties to this Agreement on any number of separate counterparts, and all of said counterparts

taken together shall be deemed to constitute one and the same instrument. Delivery of an

executed signature page ofthis Agreement by facsimile or other electronic transmission shall be

effective as delivery of a manually executed counterpart hereof. A set of the copies of this

Agreement signed by all the parties shall be lodged with the Borrower and the Lender.

8.9. Severability. Any provision of this Agreement that is held to be

prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the

extent of such prohibition or unenforceability without invalidating or rendering unenforceable

the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction

shall not invalidate or render unenforceable such provision in any otherjurisdiction.

8.10. Integration. This Agreement and the other Loan Documents represent the

entire agreement of the Borrower and the Lender with respect to the subject matter hereof and

thereof, and there are no promises, undertakings, representations or warranties by the Lender

relative to the subject matter hereof not expressly set forth or referred to herein or in the other

Loan Documents.

8.11. Governing Law. THIS AGREEMENT AND THE RIGHTS AND

OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,

THE LAW OF THE STATE OF NEW YORK.

8.12. Submission to Jurisdiction; Waivers. All judicial proceedings brought

against any Loan Party hereto arising out of or relating to this Agreement or any other Loan

Document, or any Obligations hereunder and thereunder, may be brought in the courts of the

State of New York, the courts ofthe United States of America for the Southern District of New

York, and appellate courts from any thereof. Each Loan Party hereto hereby irrevocably and

unconditionally;

USActive 16661101.38 -85-
(a) submits for itself and its property in any such legal action or proceeding

relating to this Agreement and the other Loan Documents to which it is a party, or for

recognition and enforcement of any judgment in respect thereof, to the non-exclusive general

jurisdiction ofthe courts ofthe State ofNew York, the courts ofthe United States ofAmerica for

the Southern District ofNew York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts

and waives any objection that it may now or hereafter have to the venue of any such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient

court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be

effected by mailing a copy thereof by registered or certified mail (or any substantially similar

form of mail), postage prepaid, to such party at its address set forth in Section 8.2 or at such

other address of each Loan Party shall have been notified pursuant thereto; and

(d) waives, to the maximum extent not prohibited by law, any right it may

have to claim or recover in any legal action or proceeding referred to in this Section 8.12 any

special, exemplary, punitive or consequential damages.

8.13. Acknowledgments. The Loan Party hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery

ofthis Agreement and the other Loan Documents;

(b) the Lender does not have any fiduciary relationship with or duty to any

Group Member arising out of or in connection with this Agreement or any of the other Loan

Documents, and the relationship between the Lender, on one hand, and any Group Member, on

the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or

otherwise exists by virtue of the transactions contemplated hereby among the Borrower or any

Subsidiary and the Lender.

8.14. Release of Guarantees. Notwithstanding anything to the contrary

contained herein or in any other Loan Document, the Lender hereby agrees to take promptly, any

action requested by the Borrower having the effect ofreleasing, or evidencing the release of, any

guarantee by any Loan Party ofthe Obligations to the extent necessary to permit consulnmation

of any transaction not prohibited by any Loan Document or that has been consented to in

accordance with Section 8.1.

8.15. Confidentiality. The Lender agrees to keep confidential all non-public

information provided to it by any Loan Party pursuant to this Agreement that is designated by

such Loan Party as confidential; provided that nothing herein shall prevent the Lender from

disclosing any such information (a) to any other Lender or its lending affiliates, (b) subject to an

agreement to comply with the provisions of this Section 8.15 (or other provisions at least as

restrictive as this Section), to any actual or prospective Transferee or any pledgee of Loans or

any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap

USActive 16661101.38 -86-
or derivative transaction relating to the Loan Party and its obligations (prior to the occurrence of

a Default or Event of Default, to the extent not an Ineligible Acquirer), (c) to its affiliates,

employees, directors, trustees, agents, attorneys, accountants and other professional advisors, or

those of any of its affiliates for performing the purposes of a Loan Document, subject to the

Lender advising such Person of the confidentiality provisions contained herein, (d) upon the

request or demand of any Governmental Authority or regulatory agency (including self-regulated

agencies) having jurisdiction (or purporting to have jurisdiction) over it upon notice (other than

in connection with routine examinations or inspections by regulators) to the Borrower thereof

unless such notice is prohibited or the Governmental Authority or regulatory agency shall require

otherwise, (e) in response to any order of any court or other Governmental Authority or as may

otherwise be required pursuant to any Requirement of Law, after notice to the Borrower if

reasonably feasible, and, if applicable, after exhaustion of the Group Members' rights and

remedies under Section 1.6 of the Treasury Regulations, 31 C.F.R. Part 1, Subpart A;

Sections 27-29 inclusive and 44 of the Access to Information Act, R.S.C., ch A-I (1985) and

Section 28 and Part IV (Sections 50-56 inclusive) of the Freedom of Information and Protection

of Privacy Act, R.S.O., ch. F.3l (1990), after notice to the Borrower ifreasonably feasible, (f) if

requested or required to do so in connection with any litigation or similar proceeding, after notice

to the Borrower ifreasonably feasible, (g) that has been publicly disclosed, other than in breach

of this Section, (h) to the National Association of Insurance Cornmissioners or any similar

organization or any nationally recognized rating agency that requires access to information about

the Lender's investment portfolio in connection with ratings issued with respect to the Lender or

(i) in connection with the exercise of any remedy hereunder or under any other Loan Document.

8.16. Waivers of Jury Trial. EACH OF THE LOAN PARTIES AND THE

LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY

JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY

COUNTERCLAIM THEREIN.

8.17. USA PATRIOT Act. The Lender hereby notifies the Borrower that

pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and

record information that identifies each Loan Party, which information includes the name and

address of each Loan Party and other information that will allow the Lender to identify each

Loan Party in accordance with the USA PATRIOT Act.

8.18. Effect of Amendment and Restatement of the Newco Credit Facility. On

the Effective Date, the Newco Credit Facility shall be amended, restated and superseded in its

entirety. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan

Documents, whether executed and delivered in connection herewith or otherwise, do not

constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined

in the Newco Credit Facility) under the Newco Credit Facility as in effect prior to the Effective

Date and (b) such "Obligations" are in all respects continuing (as amended and restated hereby)

with only the terms thereofbeing modified as provided in this Agreement.

[No further text on this page]

USActive 16661101.38 -87-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

duly executed and delivered by their proper and duly authorized officers as ofthe day and year

first above written.

GENERAL MOTORS COMPANY,

a Delaware corporation

By:

N~

5?rW! A ............~~-=--

Title:

[Signature Page to Secured Credit Agreement]
GUARANTORS:

ANNUNCIATA CORPORATION

ARGONAUT HOLDINGS, INC.

GENERAL MOTORS ASIA PACIFIC HOLDINGS, LLC

GENERAL MOTORS ASIA, INC.

GENERAL MOTORS INTERNATIONAL HOLDINGS, INC.

GENERAL MOTORS OVERSEAS CORPORATION

GENERAL MOTORS OVERSEAS DISTRIBUTION CORPORATION

GENERAL MOTORS PRODUCT SERVICES, INC.

GENERAL MOTORS RESEARCH CORPORATION

GM APO HOLDINGS, LLC

GM EUROMETALS, INC.

GM FINANCE CO. HOLDINGS LLC

GM GLOBAL STEERING HOLDINGS, LLC

GM GLOBAL TECHNOLOGY OPERATIONS, INC.

GM GLOBAL TOOLING COMPANY, INC.

GM LAAM HOLDINGS, LLC

GM PREFERRED FINANCE CO. HOLDINGS LLC

GM SUBSYSTEMS MANUFACTURING, LLC

GM TECHNOLOGIES, LLC

GM-DI LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES CORPORATION

GRAND POINTE HOLDINGS, INC.

ONSTAR,LLC

GM COMPONENTS HOLDINGS, LLC

RIVERFRONT HOLDINGS, INC.

RIVERFRONT HOLDINGS PHASE II, INC.

[Signature Page to Secured Credit Agreement]
GMGEFS L.P.

By: ..

Name: A 1 Mistry

Title: Vice President

[Signature Page 10 Secured Credit Agreement]
UNITED STATES DEPARTMENT OF THE

TREASURY, as the Lerider

Herbert M. Allison, J

Assistant Secretary 0 e Treasury

for Financial Stabili

[Signature Page to Secured Credit Agreement]
EXECUTIO COPY

TRANCHE B TERM LOA ASSIGNME T AND ASSUMPTIO AGREEMENT

l1'is TRANCHE B TERM LOAN ASSIGNMENT AND ASSUMPTION

AGREEMENT (this "Agreement"), dated as of July 10, 2009, is made by and among

GENERAL MOTORS CORPORATION, a Delaware corporation, a debtor and debtor-inpossession in a case pending under chapter 11 of the Bankruptcy Code, as the assignor (the

"Assignor"), GENERAL MOTORS COMPA. Y (formerly known as NGMCO, Inc.), a

Delaware corporation, as the assignee (the "Assignee") THE UNITED STATES

DEPARTMENT OF THE TREASURY (the "TreasurY') and EXPORT DEVELOPMENT

CANADA ("EDC").

WITNESSETH:

WHEREAS, on June 3, 2009, the Assignor, as borrower, entered into that certain

$33,300,000,000 Secured Superpriority Debtor-in-Possession Credit Agreement (as amended,

supplemented or otherwise modified prior to the date hereof, the "DIP Credit Agrc\"~cnt"; unless

otherwise defined herein, lenns defined in the DIP Credit Agreement and used herein shall have

the meanings given to them in the DIP Credit Agreement), with the bruarantors named therein

and the Treasury and EDC as lenders;

WHEREAS, on June 26, 2009, the Assignor entered into that certain Amended

and Restated Master Sale and Purchase Agreement, as amended (the "Purchase Agreement")

with Saturn LLC. Saturn Distribution Corporation, Chevrolet-Saturn of Harlem, Inc. (together

with the Assignor, as sellers) and the Assignee, (as purchaser), pursuant to the Purchase

Agreement, the sellers, including the Assignor, will sell. transfer, assign, convey and deliver to

the Assignee, and the Assignee will purchase, accept and acquire from seUers, including the

Assignor, all of the Purchased Assets (as defined therein) and assume and thereafter payor

perfonn as and when due, or otherwise discharge, all of the Assumed Liabilities (as defined

therein);

WHEREAS, pursuant to Section 6.9(a) of the Purchase Agreement, the Assignor

will assign, and the Assignee will assume that portion of the Obligations under the Tranche B

Term Loan made by the Treasury pursuant to the DW Credit Agreement in a principal amount of

57,072,488,605 (the "Assigned Obligations");

WHEREAS, for the avoidance of doubt from and after the Effective Date (as

defined below), any Tranche B Tenn Loans held by EDC arc expressly excluded from the

Assigned Obligations;

WHEREAS, the Assignor. certain of its affiliatcs which arc guarantors under the

DIP Credit Agreement and Treasury intend to amend and restate the portion of the DIP Credit

Agreement related to the Tranche B Term Loans immediately following the consummation of

the transactions contemplated by the Purchase Agreement on the Effective Date pursuant to that

certain 57,072,488,605 Secured Credit Agreement among Assignee, as borrower, the Guarantors

USActive 16732783.7
a party thereto, and the Treasury, as lender, to be dated as of the date hereof (the "UST Credit

Agreement"); and

WHEREAS, concurrently with the execution and delivery of the UST Credit

Agreement, the Assignor, certain of its affiliates which are guarantors under the DIP Credit

Agreement and Treasury intend to amended and restatt.'Ci the other Loan Documents (as defined

in the UST Credit Agreement).

OW, THEREFORE, m consideration of the foregoing and the mutual

agreements contained in this Agreement, and for other good and valuable consideration, the

value, receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

ARTICLE I

ASSIGNMENT AND ASSUMPTION

Section 1.1 Assignment. Pursuant to, and in accordance with, the Purchase

Agreement, the Assignor hereby irrevocably sells and assigns to the Assignee without recourse

to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor

without recourse to the Assignor, as ofthe Effective Date, the Assigned Obligations.

Section 1.2 Payments. From and after the Effective Date, the Assignee shall

make all payments in respect of the Assigned Obligations (including payments of principal,

interest, fees and other amounts) to the Treasury for amounts which have accrued subsequcnt to

the Effective Date pursuant to the terms and conditions of UST Credit Agreement.

Section 1.3 Release. From and after the Efft.'Ctive Date, Assignor shall be

released from its Obligations to repay the principal of, or to pay interest, fees and other amounts

with respect to the Assigned Obligations under the DIP Credit Agreement; provided that,

Assignor shall continue to comply With, and be bound by all other Obligations set forth in the

DIP Credit Agreement other than the Assigned Obligations.

Section 1.4 EDC. For the avoidance of doubt, from and aftcr the Effective

Date, the TnUlche B Tenn Loans held by EDC under the DIP Credit Agreement arc expressly

excluded from the Assigned Obligations.

Section 1.5 Guarantors. Each Guarantor ratifies and confinns their obligations

under the Guaranty and the other Collateral Documents (as such tcnns are defined in the UST

Credit Agreement) with respect to the Assigned Obligations in favor of the Treasury. For the

avoidance of doubt, from and after the Effective Date, EDC is no longer a beneficiary under the

Guaranty and the other Collateral Documcnts with respect to the Assigned Obligations.

ARTICLE II

REPRESENTATIO S AND WARRANTIES

Section 2.1 Assignor Representations. Assignor hereby represents and

warrants, in each case subject to the Orders, the Related Section 363 Transactions, the Cases, the

USActive 16732783.7 -2-
Bankruptcy Code and all orders of the Bankruptcy Court issued in connection with the Cases,

that:

(i) it is a corporation, duly organized, validly existing and in good standing

under the laws of Delaware;

(ii) it has the full corporate poWCT, authority, legal right and has taken all

necessary action to sell, assign and transfer the Assigned Obligations;

(iii) the execution and delivery of this Agreement by Assignor, and the

perfonnance of, and compliance With, the terms of this Agreement by Assignor, will not

violate its organizational documents or constitute a default (or an event which, with

notice or lapse of time, or both, would constitute a default) under, or result in the breach

of, any material agreemcnt or other instrwnent to which it is a party or that is applicable

to Assignor or any of its assets, in each case which materially and adversely affect its

ability to carry out the transactions contemplated by this Agreement; and

(iv) the Agreement constitutes a valid and legally binding obligation of

Assignor enforceable in accordance with its lenns, except as enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting the enforcement of creditors' rights and by principles of equity (regardless of

whether enforceability is considered in equity or at law), and except that the enforccment

of rights with respect to indemnification and contribution obligations may be limited by

applicable law.

warrants that:

Sl."Ction 2.2 Assignee Representations. Assignee hereby represents and

(i) it is a corporation, duly organized. validly existing and in good standing

under the laws ofDelaware;

(ii) it has the full power. authority. legal right and has taken all necessary

action to purchase and assume the Assigned Obligations;

(iii) the execution and delivery of this Agreement by Assignee, and the

performance of, and compliance with, the terms of this Agreement by Assignee, will not

violate its organizational documents or constitute a default (or an event which, with

notice or lapse of time, or both, would constitute a default) under, or result in the breach

of, any material agreement or other instrument to which it is a party or that is applicablc

to Assignee or any of its assets, in each case which materially and adversely affect its

ability to carry out the transactions contcmplaled by this Agrcemcnt~ and

(iv) the Agrecment constitutes a valid and legally binding obligation of

Assignee enforceable in accordance with its tenns, except as enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting the enforcement of creditors' rights and by principles of equity (regardless of

whether enforceability is considered in equity or at law), and except that the cnforcement

IJSActlve 16732783.7
of rights with respect to indemnification and contribution obligations may be limited by

applicable law.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

Section 3.1 Conditions to Effectiveness. This Agreement shall become

effective on the date (the "Effective Date") each ofthe following conditions is satisfied:

(i) this Agreement shall be executed and delivered by each party hereto; and

(ii) the "Closing" pursuant to the Purchase Agreement has occurred.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Treasury and EDC Consent. By causing a duly authorized officer

or representative to sign the signature page hereto on its behalf, each of the Treasury and EDe

consent to the terms and conditions set forth in this Agreement and the transactions contemplated

hereby. EDC acknowledges and agrees that, as of the Effective Date, it is not a mortgagee or

obligee or guarantee with respect to the Assigned Obligations.

Section 4.2 Governing Law. This Agreement shall be governed by and

construed in accordance with the law ofthe State of ew York.

Section 4.3 Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed to constitute an original, but all of which when taken together

shall constitute one and the same instrument. Delivery of an executed signature page of this

Agreement by facsimile or other electronic transmission shall be effective as delivery of a

manually executed counterpart thereof.

USAdive 16732783.7 -4-
IN WIT ESS WHEREOF, the parties hereto have caused this Agreement to be

executed as of the date first above wrillen by their respective duly authorized officers or

representatives.

GENERAL MOTORS COMPANY, as

Assignee

Tranche B Tenn Loan Assignmenl and Assumption Agreement
IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be

executed as of the date first above written by their respective duly authorized officers or

representatives.

MOTORS LIQUIDATION COMPANY,

as Assignor

By: \~~\ __ <

Nam;==Niharika Ramdev

Title: Assistant Treasurer

(Signarure Page 10 Trancbe B Term Loan Assignment and AS5umption Agreement)
IN WITNESS WHEREOF. the parties hereto have caused lhis Agreement

fO he cxccutcd as of (he date first above wrilten by their respective duly authorized

officers or representatives.

ANNUNCIATA CORPORATION

ARGONAUT HOLDlNGS. lNC.

GENERAL MOTORS ASIA PACIFIC

HOLDINGS. LLC

GENERAL MOTORS ASIA. INC.

GE1'lERAL MOfORS lNTERNATlONAL

HOLDINGS. INC.

GENERAL MaTORS OVERSEAS

CORPORATION

GENERAL MOTORS OVERSEAS

D1STRlBlITION CORPORATION

GENERAL MOTORS PRODUcr

SERVICES. INC.

GENERAL MOTORS RESEARCH

CORPORATION

GM APO HOLOLNGS, LLC .

GM EUROMETALS. INC.

GM FINANCE CO. HOLDINGS LLC

GM GEfS L.P.

GM GLOBAL STEERING HOLDINGS.

LLC

GM GLOBAL TECHNOLOGY

OPERATIONS. INC.

GM GLOBAL TOOLING COMPANY.

INC.

GM LAAM HOLDINGS. LLC

GM PREFERRED FlNANCE CO.

HOLDINGS LLC

GM SUBSYSTE!\1S MANUFACTURING.

LLC

GM TECHNOLOGIES. LLC

GM-OJ LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES

CORPORAnON

GRAND POII'ITE HOLOlNGS. INC.

OnSfAR. LLC.

GM COMPONENTS HOLDINGS. LLC

RIVERFRONT HOLDINGS. INC.

RIVERFRONT HOLDINGS PHASE IL

INC.

each as a Guarantor

BY'~~_ Name:A Fd

Tille: ICe idem •

(SignalW"e P:lge 10 Tranche B Term loan Assignmem;and Auumpcion Agreemenl)
GM SUBSYSTEMS MANUFACTURING. LLC

BY~ Name: dil -

Title: Vice President

ADDRESS FOR NOTICES:

767 Fifth Avenue. 14th Floor

New York. New York 10153

Attention: Adil Mistry

Telephone: (212) 418-3507

Facsimile: (212) 418-3695

Tl1UIChe B T("nn loaD Assignment and Assumption Agrecmml
GM GLOBAL STEERING HOLD[NGS, LLC

ADDRESS FOR NOT[CES:

767 Fifth Avenue. 14th Floor

New York, New York 10153

Attention: Adil Mistry

Telephone: (212) 418-3507

Facsimile: (212) 4[8-3695

Tranche BTerm Loan Assignmenl and Assumption AifttmCtlt
GRAND POINTE HOLDINGS. INC.

BY:N:~~ Title: Vice President

ADDRESS FOR NOTICES:

767 Fifth Avenue. 14th Floor

New York. New York 10153

Anention: Adil Mistry

Telephone: (212) 418-3507

Facsimile: (212) 418-3695

Tranche 8 Term Loan Assignment and Assumption Agreement
GMGEFS L.P.

By:~e:~U~~~L A ,. stryTitle: Vi President

ADDRESS FOR NOTICES:

767 Fifth Avenue. 14m Floor

New York. New York. 10153

Attention: Adil Mistry

Telephone: (212) 418-3507

Facsimile: (212) 418-3695

Tranche B Tam loan Assignment and Assumption Agreement
TN WITNESS WHEREOF. the parties hereto have caused this Agreement to be

executed as of the date first above written by their respective duly authorized officers or

representatives.

TREASURY:

THE UNITED STATES DEPARTMENT OF THE TREASURY

By:.,..,---/f,d1~'J:!!J'J!!lt!f1FL1 Name: Herbert M. Allison. Jr.

Title: Assistant Secrelary for F'

Tranche B Tcnn Loan Assignment and Assumption Agreement
IN WITNESS WHEREOF, the parties herelO have caused lbis Agreement to be

executed as of the date first above wrilten by their respective duly authorized officers or

representatives.

EXPORT DEVELOPMENT CANADA

BY:~ .

Name: Chris Timbrel1

Title: Sr. FinaDtiDg Manager

Tranc:he BTerm Loan Assignment and Assumption Agreement
EXECUTION COpy

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this "Agreement"), dated as ofJuly 10,

2009, among THE UNITED STATES DEPARTMENT OF THE TREASURY ("UST'), for

itself and the other UST Secured Parties (as defined below), and UAW RETIREE MEDICAL

BE EFITS TRUST ("VEBA") for itself and the other VEBA Secured Parties (as defined

below), and acknowledged by GE ERAL MOTORS COMPANY (flk/a NGMCO, Inc.) and

each guarantor which is a party hereto (as morc specifically defined below, collectively "OM").

W!TNE~~ETH:

WHEREAS, pursuant to (a) the Amended and Restated Master Sale and Purchase

Agreement dated as ofJune 26, 2009, as amended (the "Master Transaction Agreement") among

Motors Liquidation Company (f/kla General Motors Corporation), a Delaware corporation ("OM

Oldco"), a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy

Code (as defined below) and certain other seUers party thereto (collectively. the "Sellers") and

General Motors Company (flk/a GMCO, Inc.), a Delaware corporation (the "Borrower"), and

(b) the other Transaction Documents (as defined in the UST Credit Agreement referred to

below), and in accordance with the Bankruptcy Code, on the date hereof (i) the Sellers sold,

transferred. assigned, conveyed and delivered to the Borrower and certain ofits Subsidiaries (as

defined in the UST Credit Agreement) directly or indirectly purchased, accepted and acquired

from the Sellers, the Purchased Assets (as defined in the Master Transaction Agreement) and

a<isumed the Assumed Liabilities (as defined in the Master Transaction Agreement) and (ii) the

Sellers and the Borrower and one or more of its Subsidiaries have entered into the other Related

Transactions (as defined in the UST Credit Agreement);

WHEREAS, OM Oldoo, certain of OM Oldco's subsidiaries, UST, Export

Development Canada and the other several lenders fTOm time to time parties thereto entered into

the $33,300,000,000 Secured Superpriority Debtor-in·Possession Credit Agreement dated as of

June 3, 2009 (as amended, modified, or supplemented fTom time to lime prior to the date hereof,

the "DIP Credit Agreement") in respect of a tenn loan credit facility more particularly described

in the DIP Credit Agreement;

WHEREAS, pursuant to the Master Transaction Agreement and the other

Transaction Documents, Ncwco Holdco assumed a portion of the Tranche B TCnTI Loans (as

defined in the DIP Credit Agreemcnt) made by UST (thc «UST Credit Agrccment Assumption")

under the DIP Credit Agreement in the amount of $7,072,488,605 (the "Ncwco Credit Facility")

pursuant to the Assignment and Assumption Agreement, dated as of the date hereof, between

OM Oldoo, as assignor, and the Borrower, as assignee, and all of OM Oldoo's obligations

thereunder which arc jointly and severally guaranteed by the Guarantors (as defined in the UST

Credit Agreement);

WHEREAS, immediately following the UST Credit Agreement Assumption, the

Borrower and UST have amended and restated the Newco Credit Facility on the tenns and

USActive 16486604.11
subject to the conditions set forth in that certain 57,072,488.605 Secured Credit Agreement

among the Borrower, as the borrower, the Guarantors party thereto, and The United States

Department of the Treasury, as lender, dated July 10, 2009 (as more specifically defined below,

collectively, the UUST Credit Agreement");

WHEREAS, pursuant to the Loan Documents (as defined in the UST Credit

Agreement), GM granted to the UST Secured Parties liens on (he Common Collateral (as defined

below) as security for the payment and perfonllance of the UST Secured Obligations (as defined

below);

WHEREAS, GM and the VEBA Secured Partics have entered into that certain

S2,500,OOO,000 Secured otc Agreement, as more specifically defined below (the "VEBA Note

Agreement'');

WHEREAS, pursuant to the VEBA Note Agreement, GM has granted to thc

VEBA Secured Parties liens on the Common Collateral as security for the payment and

perfonnance of the VEBA Secured Obligations (as defined below), which liens are pari passu

with the liens granted in favor ofthe UST Secured Parties; and

NOW THEREFORE, in consideration of the foregoing and the mutual covenants

herein contained and other good and valuable consideration, the existence and sufficiency of

which arc expressly recognized by all ofthe parties hereto, the parties agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions.

(a) Unless otherwise defined herein, lenns defined in the UST Credit

Agreement and used herein shall have the meanings given to them in the UST Credit Agreement

as defined therein as ofthe date ofthis Agreement.

(b) The following terms shall have the respective meanings set forth below:

"Bankruptcy Code": the United States Bankruptcy Code (II u.s.c.

§§ 10 1-1532), as amended from time to time.

"Bankruptcy Law": each ofthe Bankruptcy Code and any similar federal, state or

foreign law for the relief of debtors.

"Business Day": any day other than a Saturday, Sunday or any other day on

which national banks in New York, New York arc not open for business.

"Cash Collateral": as defined in Section 363(a) of the Bankruptcy Code.

USActlve , 6486604. 11 -2-
"'Common Collateral": all (i) property that constitutes "Collateral" as defined in

the UST Credit Agreement on the date hereof (for the sake of clarity, including after acquired

property that constitutes "Collateral" as so defined, and Proceeds of the foregoing) (other than a

Lien on the Reserve Funds, which Lien is solely for the benefit of the UST Representative in

favor of the UST Secured Parties and is not subject to this Agreement), (ii) property that

becomes "Collateral" pursuant to Section 5.15 of the UST Credit Agreement, Section 5.15 of the

VEBA Note Agreement, or any other provision of any UST Loan Document, and any Proceeds

thereof, and (iii) property of the type described in clause (i) or (ii) of this definition that would

constitute "Collateral" under the UST Credit Agreement but for the operation of Section 552 of

the Bankruptcy Code following lhe commencement of an Insolvency Proceeding with respect to

OM and in which the UST Representative or any UST Secured Party is granted a Lien as

adequate protection with respect to its interests in the UST Collateral.

"Drp Financing": any financing obtained by OM during any Insolvency

Proceeding or otherwise pursuant to any Bankruptcy Law, including any such financing obtained

by OM under Section 363 or 364 of the Bankruptcy Code or under any similar provision of any

Bankruptcy Law.

"OM": collectively, Gcneral Motors Company, a Delaware corporation and each

guarantor which is a party hereto together with their respective successors and assigns with

respect to the VEBA Note Agreement and the UST Credit Agreement.

"Insolvency Proceeding": each of the following, in each case with respect to OM

or any property or indebtedness of GM: (i) any voluntary or involuntary case or proceeding

under any Bankruptcy Law or any other voluntary or involuntary insolvency, reorganization or

bankruptcy case or proceeding, (ii) any case or proceeding seeking receivership, liquidation,

reorganization, winding up or other similar case or proceeding, (iii) any case or proceeding

seeking arrangement, adjustment, protection, relief or composition of any debt, (iv) any case or

proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver,

trustcc or other similar official, and (v) any general assignment for the benefit of creditors.

"Issuer Parties": as defined in the VEBA Note Agreement.

"Lien"; mortgage, pledge. security interest, lien or other charge or encumbrance

(in the nature of a security interest and other than licenses of Intellectual Property), including the

lien or retained security title of a conditional vendor, upon or with respect to any property or

assets.

''Notice'': as defined in Section 5.1 below.

"Permitted Refinancing Debt": any Indebtedness issued in exchange for, or the

net proceeds of which arc used to extend, refinance. renew, replace, dcfease, discharge or refund,

the UST Secured Obligations or the VEBA Secured Obligations~ provided that, (a) such

Indebtedness may not be in a principal amount greater than the principal amount of the UST

Secured Obligations or VEBA Secured Obligations; (b) the tenns and conditions of such

Indebtedness are no less favorable in the aggregate to GM and to the UST Secured Partics or the

UST Secured Obligations than the VEBA Note Documents (as detemlined in the reasonable

USAcbve 16486604.11 -3-
opinion of the UST Representative), as applicable, and the average life to maturity thereof is

greater than or equal to that of the VEBA Note Agreement and all other teons and provisions of

such Indebtedness arc substantially similar to the terms and provisions of the VEBA Note

Documents (as detennined in the reasonable opinion of the UST Representative), (c) that an

agent or trustee for the holders of such Indebtedncss has agreed to be bound by (1) the terms of

this Agreement with respect to Liens OLl all or any portion of the Common Collateral securing

such Indcbtcdness and (2) the agreements concerning amendments contained herein, and

(d) "Permitted Refinancing Debt" shall not include any DIP Financing.

"Permitted Refinancing Documents": the agreements, instruments and other

documents executed in connection with the incurrence of any Permitted Refinancing Debt,

including, without limitation. any agreements or docwnents relating to the Liens securing such

Pennitted Refinancing Debt.

"Pennitted Refinancing Representative": any agent or trustee for the holders

under any Permitted Refinancing Debt.

"Post~Petition Charges": all interest, fees, expenses or other charges or amounts

accruing or thaI would have accrued pursuant to the VEBA Note Agreement or the UST Credit

Agreement, as applicable, or pursuant to Section 506 of the Bankruptcy Code or any other

provision of Bankruptcy Law, after the commencement of any Insolvency Proceeding,

irrespectivc of whether a claim for post-filing or post-petition intcrest (or entitlemcnt to fces or

expenses or other charges or amounts) is allowed in any such Insolvency Proceeding.

"Post-Petition Securities": any debt securities or other indebtedness received in

full or partial satisfaction of any claim as part of any Insolvency Proceeding.

"Proceeds": all "proceeds" as such tenn is defined in Section 9-102(a)(64) of the

Unifonn Commercial Code in effect in thc State of New York on the date hereof.

"Refinancing" or "Refinance": with respect to any Indebtedness, any other

Indebtedncss (including any DIP Financing and any Post-Petition Securities received on account

of such indebtedness) issued as part of a refinancing, extension, renewal, defeasance, discharge,

amendment, restatement, modification, supplemcnt, substitution, restructuring, replacement,

exchange, refunding or repayment thereof.

"Secured Obligations": collectively, (i) all VEBA Secured Obligations and (ii) all

UST Secured Obligations.

"Secured Panics": collectively, the VEBA Secured Parties (and, where

applicable, the VEBA Representative on behalf of the VEBA Secured Parties) and thc UST

Secured Panies (and, where applicable, the UST Representative on behalf of the UST Secured

Panics).

"Senior Recovery": as defined in Section 2.1 (h) below.

"Treasury Control Change Date": as defined in the VEBA Notc Agreemcnt as of

the date hereof.

USActive 16486604.11 -4-
"Unasserted Contingent Obligations": at any time. VEBA Secured Obligations or

UST Secured Obligations, as the case may be. for taxes, costs, indemnifications.

reimbursements, damages and other liabilities (excluding (i) the principal of, and interest and

premium (if any) on, and fees and expenses relating to. VEBA Secured Obligation or UST

Secured Obligation, as the case may be, and (ii) contingent reimbursement obligations with

respect to amounts that may be drawn under outstanding letters of credit) with respect to which

no assertion of liability (whether oral or written) and no claim or demand for payment (whether

oral or written) has been made (and, in the ease of contingcnt reimbursement obligations with

respect to indemnification, no notice for indemnification has been issued by the indemnitee) at

such time.

<cUniform Commercial Code": the Uniform Commercial Code as in effect from

time to time in the applicable jurisdiction.

"US Governmental Authority": any Governmental Authority located in the

United States of America. and any Person who is directly or indirectly owned or controlled by

one or morc US Governmental Authorities. For the purposes of this definition, "control" means

the possession of the power to direct or cause the direction of the management and policies of

such Person, whether through the ownership of voting securities, by contract or otherwise.

"UST Credit Agreement": the $7,072,488,605 Secured Credit Agreement, datc'<!

the date hereof, by and among General Motors Company, as borrower, the guarantors party

thereto, and UST, as lender, as the same from time to time may be amended, modified,

supplemented, Refinanced, or otherwise revised; provided that. following the incurrence of any

Permitted Refinancing Debt and upon the applicable Permitted Refinancing Representative's

agreement in writing to be bound by the terms of this Agreement as if originally a party hereto,

"UST Credit Agreement" shall also mean the loan agreement (or similar agreement. instrument

or document) executed in connection with the incurrence ofsuch Pennitted Refinancing Debt.

"UST Loan Documents": the "Loan Documents," as that tenn is defined in the

UST Credit Agreement; provided that, following the incurrence of any Pennitted Refinancing

Debt and upon the applicable Pennitted Refinancing Representative's agreement in writing to be

bound by the terms of this Agreement as if originally a party hereto, "UST Loan Documents"

shall also mean the applicable Pennitted Refinancing Documents.

"UST on-Binding Amendment": a waiver, amendment. supplement,

restatement, revision or replacement ofthe UST Credit Agreement or UST Loan Documents that

(i) extends the maturity date, (ii) extends the date of any fixed payment, (iii) reduces the implied

interest rate, (iv) reduces the amount of principal. (v) changes the currency of payment,

(vi) modifies the pro rata application of any prepayment or (vii) by its express lenns limits or

restricts any right to bring suit for payment.

"UST Pledged Collateral": as defined in Section 2.1 (0) hereof.

"UST Representative": The United States Department of the Treasury. in its

capacity as lender under the UST Loan Documents, together with its successors and assigns in

such capacity; provided. however, that following the incurrence of any Pennitted Refinancing

USActrve 16486604.11 -5-
Debt and upon the applicable Penmtted Refinancing Representative's agreement in writing to be

bound by the terms of this Agreement as if originally a party hereto, the UST Representative

shall be deemed to be the agent of such Pcnnitted Refinancing Representative for all purposes

under this Agreement.

HUST Secured Obligations": the "Obligations" as defined In the UST Credit

Agreement.

"UST Secured Obligations Payment Date"; the first date on which (i) the UST

Secured Obligations (other than those that constitute Unasserted Contingent Obligations), and all

Post-Petition Charges (if any) owed to the UST Representative and/or any UST Secured Party,

have been indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with

the terms of the UST Loan Documents) and (ii) unless the VEBA Secured Obligations Payment

Date has occurred, the UST Representative has delivered a written notice to the VEBA

Representative stating that the events described in clause (i) above have occurred to the

satisfaction of the UST Representative (which notice shall be promptly provided by the UST

Representative).

<OUST Secured Parties": at any time, the UST Representative and any other holder

of UST Secured Obligations outstanding at such time.

"VEBA Note Agrccmenf': the 52,500,000,000 Secured Note Agreement, dated

as of the date hereof, among GM, as issuer, the guarantors party thereto, and the VEBA, as the

noteholder, as the same from time to time may be amended, modified, supplemented,

Refinanced, or otherwise revised; provided that, following the incurrence of any Permitted

Refinancing Debt and upon the applicable Pennitted Refinancing Representative's agreement in

writing to be bound by the tcnns of this Agreement as if originally a party hereto, "VEBA Note

Agreement" shall also mean the loan agreement (or similar agreement, instrument or document)

executed in connection with the incurrence ofsuch Pennitted Refinancing Debt.

"VEBA Note Documents": the "Secured Note Documents," as that term is

defined in the VEBA Note Agreement; provided, however, that following the incurrence of any

Pennitted Refinancing Debt and upon the applicable Pennitted Refinancing Representative's

agreement in writing to be bound by the tenns of this Agreement as if originally a party hereto,

"VEBA Secured Note Documents" shall also mean the applicable Penniued Refinancing

Documents.

"VEBA Interest Amount": the implied annual rate of interest

Borrower to the VEBA Representative pursuant to Section 2.6(a) of the VEBA

as in effect on the date hereof.

payable by the

ote Agreement

"VEBA Representative": the UA W Retiree Medical Benefits Trust, together with

its successors and assigns with respect to the VEBA Note Agreement.

"VEBA Secured Obligations": the "Obligations" as defined in the VEBA Note

Agreement.

USAcnve 16486604.11 -6-
"VEBA Secured Obligations Payment Date": the first date on which (i) the

VEBA Secured Obligations (other than those that constitute Unasserted Contingent Obligations),

and all Post-Petition Charges (if any) owed to the VEBA Secured Parties, have been indefeasibly

paid in cash in full (or cash collateralized or defeased in accordance with the terms of the VEBA

Note Agreement) and Oi) unless the UST Secured Obligations Payment Date has occurred, the

VEBA Representative has delivered a written notice to the UST Representative stating that the

events described in clause (i) above have occurred to the satisfaction of the VEBA

Representative (which notice shall be promptly provided by the VEBA Representative).

"VEBA Secured Parties": al any time, the VEBA Representative and any other

holders of the VEBA Secured Obligations outstanding at such time.

Section 1.2 Other Definitional Provisions.

(a) The words "hereof," "herein", "hereto" and "hereunder" and words of

similar import when used in this Agreement shall refer to this Agreement as a whole and not to

any particular provision of this Agreement, and Section, subsection and Schedule references are

to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to

both the singular and plural forms ofsuch terms.

ARTICLE II

lNTERCREDlTOR PROVISIONS.

Section 2.1 Pari Passu Liens. The UST Representative, for itself and each of

the other UST Secured Parties, and the VEBA Representative, for itself and each of the other

vela Secured Parties, agrees to, and shall be bound by, the following temlS and conditions:

(a) Any and all Liens on the Common Collateral now existing or hereafter

created arising in favor of the UST Representative or any other UST Secured Party securing the

UST Secured Obligations. regardless of how acquired, whether by grant, statute, operation of

law, subrogation or otherwise, are expressly pari passu in priority, operation and effect to any

and all Liens on the Common CollateraJ now existing or hereafter created or arising in favor of

the VEBA Secured Parties securing the VEBA Secured Obligations, notwithstanding (i) anything

to the contrary contained in any agreement or filing to which the UST Representative or any

other UST Secured Party may now or hereafter be a party, and regardless of the time, order or

method of grant, attachment. recording or perfection of any financing statements or other

security interests, assignments, pledges, deeds, mortgages and other Liens, charges or

encumbrances or any defect or deficiency or aIleged defect or deficiency in any of the foregoing,

(ii) any provision ofthe Uniform Commercial Code or any applicable law or any agreement with

respt..""'Ct to the UST Secured Obligations or any other circumstance whatsoever and (iii) the fact

that any such Liens in favor of any VEBA Secured Party securing any of the VEBA Secured

Obligations are otherwise subordinated, voided, avoided, invalidated or lapsed.

(b) Any and all Liens on the Common Collateral now existing or hereafter

created arising in favor of the VEBA Representative or any other VEBA Secured Party securing

U5Aclive 16486604.11 -7-
the VEBA Secured Obligations, regardless of how acquired, whether by grant, statute, operation

of law. subrogation or otherwise, are expressly pari passu in priority. operation and effect to any

and all Liens on the Common Collateral now existing or hereafter created or arising in favor of

the UST Secured Parties securing the UST Secured Obligations. notwithstanding (i) anything to

the contrary contained in any agreement or filing to which the VEBA Representative or any

other VEBA Secured Party may now or hereafter be a party. and regardless of the time. order or

method of grant, anachment, recording or perfection of any financing statements or other

security interests, assignments, pledges, deeds, mortgages and other Liens, charges or

encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing,

(ii) any provision ofthe Unifonn Commercial Code or any applicable law or any agreement with

respect to the VEBA Secured Obligations or any other circumstance whatsoever and (iii) the fact

that any such Liens in favor of any UST Secured Party securing any of the UST Secured

Obligations are otherwise subordinated, voided, avoided, invalidated or lapsed.

(c) Neither the UST Representative nor any other UST Secured Party shall

objcct to or contest, or support any other Person in objecting to or contesting, in any proceeding

(including, without limitation, any Insolvency Proceeding), the validity, extent, perfection,

priority or enforceability of any Lien on the Common Collateral granted to the VEBA

Representative or any other VEBA Secured Party, so long as such Lien is pari passu with the

Lien on the Common Collateral in favor of the UST Secured Parties on the teons set forth in this

Agreement. Neither the VEBA Representative nor any other VEBA Secured Party shall object

to or contest. or support any other Person in objecting to or contesting, in any proceeding

(including, without limitation, any Insolvency Proceeding), the validity, extent, IX--nection,

priority or enforceability of any Lien on the Cornman Collateral granted to any UST Secured

Party so long as such Lien is pari passu with the Lien on the Common Collateral in favor of the

VEBA Secured Parties on the tenns sct forth in this Agreement. Notwithstanding any failure by

any Secured Party to perfect its respective Liens on the Common Collateral or any avoidance,

invalidation or subordination by any third party or court of competent jurisdiction of the Lien on

the Common Collateral granted to the Secured Parties, the priority and rights as between the

UST Secured Parties, on the one hand, and the VEBA Secured Parties, on the other hand, with

respect to the Common Collateral shall be as set forth herein.

(d) Neither the VEBA Representative nor any other VEBA Secured Party

shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take

any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever,

in each case with respect to any of the Common Collateral, including, without limitation, with

respect to the determination of any Liens or claims held by any UST Secured Party or the value

of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise;

provided that, the VEBA Representative and any other VEBA Secured Party may file a proof of

claim in any Insolvency Proceeding, subject to and consist.ent with the limitations contained in

this Agreement.

(e) If GM becomes subject to any Insolvency Proceeding, and if the UST

Representative consents in writing to the provision of any DIP Financing to GM, which DIP

Financing requires the subordination of the Liens on the Common Collateral securing the UST

Secured Obligations to Liens on the Common Collateral that will secure obligations under any

DIP Financing or proposed DIP Financing to GM, then the VEBA Representative and each of

USAclive 16486604.11 -8-
the other VEBA Secured Parties will subordinate (and will be deemed hereunder to have

subordinated) its Liens (other than any such Liens granted under the DIP Financing) on the

Common Collateral (including Liens, if any, granted as adequate protection of the VEBA

Secured Parties' interests in the Common Collateral) to the Liens on the Common Collateral that

will secure obligations under such DLP Financing on the same tenns that the Liens securing the

UST Secured Obligations are subordinated to the Liens of the DIP Financing (and such

subordination will not alter in any manner the tenns of this Agreement). Neither the VEBA

Representative nor any other VEBA Secured Party will request or accept adequate protection or

any other relief in connection with the subordination of Liens described in this Section 2. t(e),

except as described in this Section 2.1 (e) and except as set forth in Section 2.1 (g) below.

(f) Neither the VEBA Representative nor any other VEBA Secured Party will

seck relief from the automatic stay or from any other stay in any Insolvency Proceeding or take

any action in derogation thereof, in each case with respect to any Common Collateral, without

the prior written consent ofthe UST Representative.

(g) Neither of the Secured Partit.'S shall object to or contest, or support in any

manner any other Person objecting to or contesting, (i) any request by the other Secured Party

seeking adequate protection of such party's interests in the Common Collateral, or the provision

of any adequate protection ofsuch interests to any such party. or (ii) the payment of Post-Petition

Charges to the other Secured Party with respect to the Common Collateral; provided, that, the

VEBA Secured Parties shall only be pennitted to seck adequate protection pursuant to the

following sentence. Notwithstanding anything contained in this Section 2.1 (g) (but subject to all

other provisions of this Agreement, including, without limitation, Section 2.1 (k) below), in any

Insolvency Proceeding, if the UST Representative or any of the other UST Secured Parties is

granted adequate protection of its interests in the Common ColJateraJ, whether in connection

with any DIP Financing or use of Cash Collateral or otherwise, then the VEBA Representative

and/or any other VEBA Secured Party may seek or accept adequate protection with respect to its

interests in the Common Collateral; provided that. (x) such adequate protection must be solely of

the same kind and, if such adequate protection is in the fonn of a Lien, be granted solely on the

same assets, as the adequate protection provided to the UST Representative and/or any other

UST Secured Party, as applicable, with respect to its interests in the Common Collateral; (y) any

adequate protection provided to a Secured Party with respect to such party's interests in the

Common Collateral that constitutes a superpriority or similar claim for payment shall be pari

passu in priority, operation and effect to any such superpriority or similar claim for payment

provided to the other Secured Party, as adequate protection of its interests in the Common

Collateral; and (z) any adequate protection provided to a Secured Party with respect to such

party's interests in the Common Collateral that constitutes a Lien shall be pari passu in priority,

operation and effect to any such Lien provided to the other Secured Party, as adequate protection

of its interests in the Common Collateral and, in accordance with Section 2.I(a) or 2.1 (b) above,

as applicable, to the extent such Lien is on the Common Collateral, it shall be pari passu in

priority, operation and effect to any and all Liens on the Common Collateral in favor of the other

Secured Party. In the event either Secured Party is granted or accepts adequate protection of its

interests in the Common Collateral in accordance with this Section 2.1 (g), then such Secured

Party agrees that the other Secured Party will also be granted (or deemed to be granted for all

purposes under this Agreement) adequate protection of the same kind (and, if such adequate

protection is in the fonn of a Lien, granted on the same assets) as the adequate protection granted

USActive 16486604.11 -9-
to such Secured Party, and which is pari passu in priority, operation and effect to the adequate

protection granted. Any payments or other distributions received by a Secured Party, or on

account of, adequate protection of its respective interests in the Common Collateral (including

payments or distributions made to such party on account of Liens granted to such party as

adequate protection of its interests in the Common Collateral) shall be subject to turnover to the

other Secured Party pursuant to Section 2.1 (n) below. The Secured Parties agree that, except as

expressly set forth in this Section 2.I(g), neither Secured Party shall seek or accept adequate

protection with respect to its interests in the Common Collateral without the prior written consent

of the other Secured Party; and each of the Secured Parties shall cooperate with the other in their

efforts to seek adequate protection ill accordance with this Section 2.1 (g).

(h) If any Secured Party is required in any lnsolveney Proceeding or

otherwise to disgorge, turn over or otherwise pay to a debtor in possession, trustee, receiver or

similar Person, because such amount was avoided or ordered to be paid or disgorged for any

reason, including, without limitation, because it was found to be a fraudulent or preferential

transfer, any amount receivcd by such party pursuant to the UST Credit Agreement or VEBA

Note Agreement, as applicable (a "Senior Recovery"), whether received from or on behalf of

GM as proceeds of the Common Collateral or other security, as a result of enforcement of any

right of set-off or otherwise, then the applicable Secured Obligations shall be reinstated to the

extent of such Senior Recovery and shall be deemed to be outstanding as if such payment had

not occurred and the UST Secured Obligations Payment Datc or VEBA Secured Obligations

Payment Date, as applicable, shall be deemed not to have occurred. Ifthis Agreement shall have

been tenninatcd prior to such Senior Recovery, this Agreement shall be reinstated in full forcc

and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise

affect the obligations of the parties hereto. The Secured Parties agree that none of them shall be

entitled to benefit from any avoidance actjon affecting or otherwise relating to any distribution or

allocation made in accordance with this Agreement, whether by preference or otherwise, it being

understood and agreed that the benefits of such avoidance action oiherwise allocable to them

shall instead be allocated and turned over for application in accordance with the priorities set

forth in this Agreement.

(i) Neither the VEBA Representative nor any other VEBA Secured Party

shall, in an Insolvency Proceeding or otherwise, oppose any sale, collection or other disposition

of any Common Collateral that is consented to in writing by the UST Representative, and the

VEBA Representative and each other VEBA Secured Party shall be deemed to have consented,

under Section 363 of the Bankruptcy Code and otherwise, to any such sale, collection or other

disposition of Common Collateral and to the UST Representative and any other UST Secured

Party credit bidding its Liens on such Common Collateral in any such sale, collection or other

disposition (pursuant to Section 363(k) of the Bankruptcy Code or otherwise), and the VEBA

Representative and each other VEBA Secured Party shall be deemed to have consented to the

rclea.se of its Liens on such Common Collateral; provided that, (x) proceeds from such sale,

collection or other disposition of Common Collateral shall be distributed pro rata to each of the

Secured Parties and shall be applied to the Secured Obligations in accordance with

Section2.5(d) of the UST Credit Agreement and to the cxtent prepayments arc permitted by the

VEBA Note Agreement, in accordance with the relevant provisions of the VEBA Note

Agreement (each as in effect as of the date hereof), as applicable, regardless of whether an event

of default under either the UST Credjt Agreement or the VEBA Note Agreement has occurred

USActJve 16486604.11 -I ()-
and is continuing at the time such distributions are to be made and (y) OM hereby irrevocably

instructs each of the UST Representative and the VEBA Representative, and each of the UST

Representative and the VEBA Representative hereby agrees, to make any payments with respect

to the proceeds of Common Collateral on a pro rata basis in accordance the preceding clause (x),

in each case, regardless of whether an Event of Default under either the UST Credit Agreement

or the VEBA Credit Agreement has occurred and is continuing at the time such distributions are

to be made. Notwithstanding the foregoing, for purposes of this Section 2.1 (i) and any similar

provision of this Agreement directing the allocation of proceeds from the sale or disposition of

Common Collateral, ifsuch proceeds would not otherwise constitute a pennitted prepayment by

OM under the VEBA Note Agreement, then such proceeds will be applied solely to the UST

Secured Obligations.

Gl The VEBA Representative on behalf of the VEBA Secured Parties

acknowledges and agrees that because of, among other things, their respective pari passu Liens

on the Common Collateral, the VEBA Secured Obligations and the UST Secured Obligations

may, at the UST Representative's request or election, be sought to be classified as a single claim

in any plan ofrcorganization proposed or adopted in any Insolvency Proceeding, provided that if

the VEBA Secured Obligations and the UST Secured Obligations are classified separately, the

treatment of such separate claims in any plan of reorganization or adopted in any Insolvency

Proceeding shall respect the pari passu nature of the Liens on the Common Collateral as set forth

in Sections 2.1 (a) and 2.1 (b) hereof Subject 10 the provisions of this Agreement concerning the

relative rights of the Secured Parties in any Insolvency Proceeding, the VEBA Representative on

behalf of the VEBA Secured Parties irrevocably grants an irrevocable power-of-attomey,

coupled with an interest, to the UST Representative, on behalf of the UST Secured Parties, as its

proxy, giving the UST Representative the right to vote any and all claims of the Secured Parties

and in taking any other action consistent with this Agreement in an Insolvency Proceeding

(whether or not related to claim classification or voting) until the UST Secured Obligations

Payment Date has occurred. In furtherance of the foregoing, upon the reasonable request of the

UST Representative, the VEBA Representative on behalf of the VEBA Secured Parties shall

cooperate with, including by joining in any objection or other action taken by, the UST

Representative in an Insolvency Proceeding in accordance with this Agreement, provided that

such joining in any objection or other action is not inconsistent with the fiduciary duties of the

VEBA Representative or the VEBA Secured Parties. Any action taken pursuant to the foregoing

provisions of this paragraph will, if applicable, be equally and ratably applied to the VEBA

Secured Party's interest in the Common Collateral (with the understanding that such equal and

ratable application does not create a fiduciary or other duty on the part of either UST

Representative or any UST Secured Party in favor of the VEBA Representative. the VEBA

Secured Party or any other Person).

(k) Neither of the Secured Parties shall oppose or seek to challenge any claim

by the other Secured Party for allowance or payment in any Insolvency Proceeding of PostPetition Charges with respect to any Secured Obligation on account of the Common Collateral.

Subject to Section 2.1 (g) above, neither of Ihe Secured Parties shall oppose or seek to challenge

any elaim by the other Secured Party for allowance in any Insolvency Proceeding of POSIPetition Charges with respect to any Secured Obligation on account of the Common Collateral;

provided that, nothing in this Section 2.1 (k) shall in any way modify or limit the obligations of

each Secured Party under Section 2.1(j) above.

USActive 16486604.11 -11-
(I) This Agrecmcn~ which the parties hereto exprcssly acknowledge is a

"subordination agreement" under Section 51 O(a) of the Bankruptcy Code. shall be effective

before, during and after the commencement of any Insolvency Proceeding and all of the tcnns of

this Agreement shall survive, and shall continue in full force and effect, and shall be enforceable,

in any Insolvcncy Proceeding, and after the occurrence of any of the VEBA Secured Obligations

Payment Date and the UST Secured Obligations Payment Date, provided that, the aforesaid

acknowledgment shall not denigrate from the pari passu nature of the Liens on the Common

Collateral set forth in Section 2.1 (a) and Section 2.1 (b) hereof.

(m) Each Secured Party hereby expressly acknowledges and agrees that,

except as may otherwise be provided for by application of Sections 2.5(g), (h), (i) and G) of the

UST Credit Agreement and Sections 2.5(g), (h), (i) and (j) of the VEBA Credit Agreement, prior

to the occurrence of the UST Secured Obligations Payment Date or the VEBA Secured

Obligations Payment Date. any payment of Common Collateral or Proceeds thereof shall be

distributed to the Secured Parties on a pro rata basis based on the relative amounts of the Secured

Obligations on the date of such distribution and shall be applied to the Secured Obligations in

accordance with Section 2.5(d) of the UST Credit Agreement and Section 2.5(d) of the VEBA

Note Agreement (each as in effect on the date hereof) regardless ofwhethcr an Event of Default

under either the UST Credit Agreement or the VEBA Note Agreement has occurred and is in

effect at the timc such distributions are to be made.

(n) Prior to the UST Secured Obligations Payment Date or VEBA Secured

Obligations Payment Date. as applicable, any Common Collateral, including. without limitation,

any Common Collateral constituting Proceeds. that may be received by a Secured Party in

violation of this Agreement, shall be segregated and held in trust, and shall be promptly paid

over to the other Secured Party on a pro-rata basis in accordance with Section 2.1 (m), in the

same fonn as received, with any necessary endorsements. and each Secured Party hereby

authorizes the other Secured Party to make any such endorsements as its agent (which

authori7..,:'J.tion. being coupled with an interest, is irrevocable).

(0) The UST Representative and each ofthe othcr UST Secured Parties agrees

to hold that part of the Common Collateral that is in its possession or control (or in the

possession or control of its agents or bailecs), to the extent that possession or control thereof is

taken to perfect a Lien thcreon under thc Unifonn Commercial Code (such Common Collateral

being the HUST Pledged Collateral"), as collateral agent for the applicable UST Secured Partics

and as gratuitous bailee for the VEBA Representative and each of the other VEBA Secured

Parties (such bailment being intended, among other things, to satisfy the requirements of

Sections 8-301 (a)(2), 9-313(c) and 9-1 04(a) ofthe Uniform Commercial Code), and any assignee

of any of the foregoing, solely for the purpose of perfecting the Liens granted under the UST

Credit Agreement and the VEBA Loan Documents, respectively, subject to the temlS and

conditions of this Section 2.1 (0). Upon the occurrence of the UST Secured Obligations Payment

Date, if any of the VEBA Secured Obligations remain unsatisfied, thc UST Representative and

each of the other UST Secured Parties shall, in lieu of releasing the UST Pledged Collateral to

GM, (1) deliver the UST Pledged Collatcral in its possession to the VEBA Reprcsentative or

otherwise in accordance with the VEBA Representativc's instructions and (2) cooperate with the

VEBA Representative and GM (and GM agrecs to so cooperate) in (i) assigning or transferring

control of all bank or deposit accounts to the VEBA Representative, as a secured party, or

USActJve 16486604.11 -12-
Oi) pennitting other control arrangements with respect to such bank or deposit accounts

satisfactory to the VEBA Representative to be made. The UST Representative shall have no

obligation whatsoever to the VEBA Representative or any other VEBA Secured Party to ensure

that the UST Pledged Collateral is genuine or owned by GM, or to preserve rights or benefits of

any Person except as expressly set fonh in this Section 2.1(0). The duties or responsibilities of

the UST Representative under this Section 2.1(0) shall be limited solely to holding the UST

Pledged Collateral as gratuitous bailee in accordance with this Section 2.1(0) and the delivery

thereof. GM acknowledges and agrees to this Section 2.1(0).

(P) To the maximum extent permitted by law, the VEBA Representative and

each other VEBA Secured Party waives any claim it might, or might in the future, have against

the UST Representative or any other UST Secured Party with respect to, or arising out of, any

action or failure to act or any error ofjudgment, negligence or mistake or oversight whatsoever

except for acts of gross negligence or willful misconduct on the part of the UST Representative

or any other UST Secured Party or any of their respective directors, officers, employees, agents

or Affiliates with respect to any exercise of rights or remedies under the UST Credit Agreement

or this Agreement. Neither the UST Representative nor any other UST Secured Pany, nor any of

their respective directors, officers, employees, agents or Affiliates, shall be liable for failure to

demand, collect or realize upon any of the Common Collateral or other collateral, or upon any

guaranty, or for any delay in doing so, or shall be under any obligation to sell or otherwise

dispose of any Common Collateral or to take any other action whatsoever with respect to the

UST Credit Agreement or the UST Loan Documents, except as expressly provided in this

Agreement.

(q) No ew Liens or Guarantees. So long as the UST Secured Obligations

Payment Date or the VEBA Secured Obligations Payment Date has not occurred, whether or not

any Insolvency Proceeding has been commenced by or against the Borrower or any other

Guarantor, the panies hereto agree that GM shall not be permitted to grant or permit any

additional Liens on any asset or property to secure any Secured Obligation unless it has granted

or concurrently grants a pari passu Lien on such asset or property to secure the other Secured

Obligation. To the extent that the foregoing is not compli(.-d with for any reason, without

limiting any other rights and remedies available to the Secured Parties, each Secured Party

agrees thal any amounts received by or distributed to any of them pursuant to or as a result of

Liens granted in contravention ofthis (q) shall be subject to Section 2.1 (n).

Section 2.2 Subordination. In the event that GM incurs any Excluded First

Lien Indebtedness or Additional First Lien Indebtedness, the VEBA Representative, on behalf of

itself and the other VEBA Secured Parties, agrees that each ofthem shall take such actions as the

UST Secured Parties shall request in connection a modification to this Agreement or entry into a

separate interercditor or subordination agreement(s) among the panies hereto and the holders of

such Excluded First Lien Indebtedness or Additional First Lien Indebtedness (as the same may

be amended, modified, restated, or supplemented from time to time, collectively, the "First Lien

Intercreditor Agreement"), in each case, in fonn and substance reasonably satisfactory to the

UST Representative in its sole discretion; provided that, the First Lien Interereditor Agreement

does nol adversely affect the pari passu nature of the Secured Parties' Liens on the Common

Collateral or the other tenns of this Agreement (other than to reflect the subordination of the

USAdrYe 16486604.11 -13-
Liens in the Common Collateral to the holder(s) of the Excluded First Lien Indebtedness and/or

Additional First Lien Indebtedness).

Section 2.3 Similar Liens and Agreements. (a) The Secured Parties hereby

agree that it is their intention that the Common Collateral be substantially identical. l In

furtherance of the foregoing and of Section 5.2, the parties hereto agree, subject to the other

provisions ofthis Agreement:

(i) upon request by any Secured Party, the other Secured Party shall

cooperate in good faith (and to direet their counsel to cooperate in good faith) from time

to time in order to determine the specific items included in the Common Collateral and

the steps taken to perfect their respective Liens thereon and the identity of the respective

parties obligated under the Common Collateral; and

(ii) that the documents and agreements creating or evidencing the Common

Collateral and guarantees for the Secured Oblig<:l.Iions shall be in all material respects the

same fonns ofdocuments.

(b) Notwithstanding the foregoing or anything contained in this Agreement 10

the contrary, the VEBA Representative, on behalf ofthe VEBA Secured Parties, agrees that:

(i) the Reserve Funds do not constitute Common Collateral and that the UST

Representative's Lien 011 the Reserve Funds on behalf of the UST Secured Parties is not

subject to this Agreement;

(ii) it will not contest, or support any other Person in objecting to or

contesting, in any proceeding of any nature (including, without limitation, any Insolvency

Proceeding), the validity, extent, perfection, priority or enforceability of the U T

Representative's Lien on the Reserve Funds on behalf ofthe UST Secured Parties;

(iii)

Funds;

it will not exercise any rights or remedies with respect to the Reserve

(iv) it will not file any pleadings or motions, take any position at any hearing

or proceeding of any nature (including, without limitation, any Insolvency Proceeding),

or otherwise take any action whatsoever, in each case with respect to the Reserve Funds;

and

(v) it will not oppose any sale, collection or other disposition by the UST

Representative or any of the UST Secured Parties of their Liens on the Reserve Funds or

seek adequate protection with respect to any claimed Lien or other interest of the VEBA

Representative or the VEBA Secured Parties in the Reserve Funds.

Control

Section 2.4

Change Date, the

Amendment of VEBA ote Agreements. Unlil the Treasury

VEBA Representative may not amend, supplement, restate or

Designed to cover tbe Reserve Funds.

USActive 16486604.11 -14-
otherwise revise, Refinance or replace the VEBA Note Agreement without the prior written

consent of the UST Representative if such amendment, supplement, restatement, revision,

Refinancing or replacement would increase the obligations (including any representation,

covenant or event of default) of the Issuer Parties thereunder or confer any additional rights for

the benefit of the VEBA Secured Parties that would have an adverse effect on OM, the UST

Representative, any UST Secured Party or the UST Secured Obligations, including, without

limitation, to:

(a) shorten the maturity date or change (to earlier dates) any dates on which

payments of principal or interest are due on the VEBA Secured Obligations;

(b) increase the maximum implied principal amount outstanding under the

VEBA Note Agreement other than pennitted thereby on the date hereof;

(c) increase the rates at which the VEBA Interest Amount, or interest

following an event of default under the VEBA Note Agreement, are calculated under the VEBA

Note Agreement to be in excess ofthose rates set forth in the VEBA Note Agreement as in effect

on the date hereof;

(d) change any financial maintenance covenant therein in a manner that would

not preserve equivalent or better economic tenns then ex.ist on the date hereof or add any new

financial maintenance covenant;

(e) change the redemption, mandatory prepayment or defeasance provisions

thereof in a manner adverse to OM or the UST Secured Parties;

(f) change any collateral therefor (other than to release such collateral);

(g) refinance the VEBA Secured Obligations in any manner other than

pursuant to Pennitted Refinancing Debt; or

(h) othenvisc contravene the provisions ofthis Agreement.

Section 2.5

Section 2.6

[Intentionally Omitted]

Effect ofAmendment of UST Credit Agreements.

(a) The VEBA Representative, on behalfofthe VEBA Secured Parties, agrees

that if, at any time prior to the Treasury Control Change Date, the UST Representative or the

UST Secured Parties waives, amends, supplements, restates or otherwise revises, or replaces all

or a portion of the UST Credit Agreement or UST Loan Documents other than a UST NonBinding Amendment then the VEBA Representative, on behalf of the VEBA Secured Parties,

will simultaneously enter into a corresponding waiver, amendment, supplement, restatement,

revision, or replacenlent, as applicable. ofthe applicable VEBA Note Documents. OM expressly

acknowledges and agrees to the foregoing.

(b) The UST Representalive, on behalf of the UST Secured Parties, and the

VEBA Representative, on behalf of the VEBA Secured Parties, acknowledge that the exercise by

USActive 16486604.11 -15-
the UST Representative, on behalf of the UST Secured Parties, of the UST Representative's

rights under Section 2.5(g) of the UST Credit Agreement will not be deemed to constitute a

"waiver" for purpose of Sections 2.6(a) hereof. The UST Representative, on behalf of the UST

Secured Parties, acknowledges that neither the rejection nor acceptance of any Required

Prepayment Amount (as contemplated by Sections 2.5(h), (i) and (i) of the UST Credit

Agreement) by the VEBA Representative, on behalf of the VEBA Secured Parties, in accordance

with the corrcsponding terms of the VEBA Credit Agreement will be subject to the application

ofSection 2.4 hereof.

Section 2.7 Rights Preserved. All rights and interests of the VEBA Secured

Parties and the UST Secured Parties hereunder, shall remain in full force and effect irrespective

of any circumstances that otherwise might constitute a defense available to, or a discharge of,

GM, with respect to the VEBA Secured Obligations or any UST Secured Obligations with

respcct to this Agreement.

Section 2.8 Information Concerning Financial Condition of GM. Each

Secured Party hereby assumes responsibility for keeping itself informed of the financial

condition of OM and all other circumstances bearing upon the risk of nonpayment of the VEBA

Secured Obligations, the UST Secured Obligations. Neither of the Secured Parties shall have

any duty to advise any other Secured Party of information known to it regarding such condition

or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at

any time or from time to time to provide uny infomwtion to any other Secured Party, it shall be

under no obligation (i) to update or revise any such infonnation, (ii) to provide any such

information to such other Secured Party or any other party on a.ny subsequent occasion, (iii) to

undertake any investigation not a part of its regular business routine, or (iv) to disclose any other

information.

ARTICLE III

ENFORCEMENT RIGHTS, INSPECTION RIGHTS.

Section 3.1 Enforcement under the VEBA Note Agreement.

(a) Notwithstanding anything to the contrary in the VEBA Note Documents,

until the UST Secured Obligations Payment Date has occurred, whether or not any lnsolvency

Proceeding has been commenced, the VEBA Secured Parties (i) will not exercise or seek to

exercise any rights or remedies with respect to any ofthe Common Collateral (including, without

limitation, the exercise of any right of setoff or any right under any lockbox agreement, account

control agreement, landlord waiver or bailee's lener or similar agreement or arrangement to

which any UST Secured Party is a party, or any marshalling, appraisal, valuation or any other

right that may otherwise be available under any applicable Requirement of Law with respect to

all or any portion of the Common Collateral to the VEBA Representative or any other VEBA

Secured Party in its capacity as beneficiary of a pari passu Lien on such Common Collateral) or

institute any action or proceeding with respt..'Ct to such rights or remedies (including any action of

foreclosure); (ii) will not contest, protest or object to any foreclosure proceeding or action

brought by the UST Representative or any of the UST Secured Parties or any other exercise by

the UST Representative or any ofthe UST Secured Parties of any rights and remedies relating to

the Common Collateral under the UST Credit Agreement or otherwise; (iii) will not object to the

USActive 16486604.11 -16-
forbearance by the UST Representative or any of the UST Secured Parties from bringing or

pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies

relating to the Common Collateral, in C<1ch case so long as the interests of the VEBA

Representative and the other VEBA Secured Parties attach to the proceeds thereof, subject to the

pari passu priorities described in Section 2.1 (a) and Section 2.1 (b) above; (iv) will not takc or

cause to be taken any action, the purpose or effect of which is to make any Lien with respect to

any VEBA Secured Obligation senior to, or to give the VEBA Representative or any VEBA

Secured Party any preference or priority relative to, the Liens with respect to the UST Secured

Obligations held by the UST Representative or the UST Secured Parties with respect to any of

the Common Collateral; and (v) will have no right to direct either the UST Representative or any

other UST Secured Party to exercise any right, remedy or power with respect to the Common

Collateral or pursuant to the UST Credit Agreement.

(b) Until the UST Secured Obligations Payment Date has occurred, whether

or not any Insolvency Proceeding has been commenced, the UST Representative and the UST

Secured Parties shall have the sole right to enforce rights, exercise remedies (including set off

and the right to credit bid their debt) and make detenninations regarding the release, disposition,

or restrictions with respect to the Common Collateral without any consultation with or the

consent of the VEBA Representative or any other VEBA Secured Party, provided that, such

enforcement, exercise or detennination will be equally and ratably applied to the VEBA Secured

Party's interest in the Common Collateral (with the understanding that such equal and ratable

application does not create a fiduciary or other duty on the part of either UST Representative or

any UST Secured Party in favor of the VEBA Representative, the VEBA Secured Party or any

other Person). In exercising rights and remedies with respect to the Common Collateral, the

UST Representative and the other UST Secured Parties may enforce the provisions of the UST

Credit Agreement and exercise remedies thereunder, all in such order and in such manner as they

may detcnnine in the exercise of their sole discretion. Such exercise and enforcement shall

include the rights of an agent appointed by any of them to sell or otherwise dispose of Common

Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to

exercise all the rights and remedies of a secured creditor under the Unifonn Commercial Code

and of a secured creditor under Bankruptcy Law of any applicable jurisdiction.

(c) Notwithstanding the foregoing, the VEBA Representative and any other

VEBA Secured Party may:

(i) take any action (not adverse to the priority status of the Liens on the

Common Collateral securing the UST Secured Obligations, or the rights of UST or any

other UST Secured Party to exercise remedies in respect thereof) in order to create,

perfect, preserve or protect its respective pari passu Liens in the Common Collateral; and

(ii) file any necessary responsive or defensive pleadings in opposition to any

motion, claim, adversary proceeding or other pleading made by any person objecting to

or otherwise seeking the disallowance of the claims of the VEBA Representative or any

other VEBA Secured Party, including, without limitation, any claims secured by the

Common Collateral, ifany. in each case in accordance with the tenns ofthis Agreement.

USActJve 16486604.11 -17-
(d) The VEBA Reprcs(''I1tative, on behalf of itself and the other VEBA

Secured Parties. agrees that it will not take or receive any Common Collateral or any Proceeds of

Common Collateral in connection with the exercise of any right or remedy (including set-off)

with respect to any Common Collateral in its capacity as a prepetition secured creditor, unless

and until the UST Secured Obligations Payment Date has occurred without the consent of the

UST Representative. Without limiting the generality of the foregoing, unless and until the UST

Secured Obligations Payment Date has occurred, except as expressly provided in Section 3.1 (b)

above, the sole right of the VEBA Representative and the VEBA Secured Parties with respect to

the Common Collateral is to hold a pari passu Lien on the Common Collateral pursuant to the

applicable VEBA Loan Documents for the period and to the extent granted therein and to receive

a share ofthe Proceeds thereof.

(e) Subject 10 Section 3.I(a), 3.1(b) and 3.I(e) above:

(i) the VEBA Representative, for itself and on behalf of the other VEBA

Secured Parties, agrees that the VEBA Rcpresentative and the oilier VEBA Secured

Partics will not take any action that would hinder any exercise ofremedies under the UST

Loan Documents or is otherwise prohibited hereunder. including any sale, lease,

exchange. transfer or other disposition of the Common Collateral, wheilier by foreclosure

or otherwise;

(ii) the VEBA Representative, for itself and on behalf of the other VEBA

Secured Parties, hereby waives any and all rights it or the othcr VEBA Secured Parties

may have as a pari passu lien creditor or otherwise to consent to or objcct to the manner

in which the UST Representative or the oilier UST Secured Parties seck to enforce or

collect the UST Secured Obligations or the Liens securing the UST Secured Obligations,

in each case granted on any ofthe Common Collateral and undertaken in accordance with

this Agreement. regardless of whether any action or failure to act by or on behalf of UST

or any of the other UST Secured Parties is adverse to the interest of the VEBA Secured

Parties, provided that, any such action or failure to act is made in accordance with

Section 3.I(b); and

(iii) the VEBA Representative hereby acknowledges and agrees that no

covenant. agreement or restriction contained in the VEBA Loan Documents (other than

this Agreement) shall be deemed to restrict in any way the rights and remedies of the

UST Representative or the other UST Secured Parties with respect to the Common

Collateral as set forth in this Agreement or the UST Credit Agreement.

(I) Except as specifically set fnrth in Section 3.I(a), 3.1(b) and 3.I(d) above,

nothing in this Agreement shall prohibit the receipt by the VEBA Representative or any other

VEBA Secured Party of the required payments of interest, principal and other amounts owed

with respect to the applicable VERA Secured Obligations so long as such receipt is not the direct

or indirect result of the exercise by the VEBA Representative or any other VEBA Secured Party

of rights or remedies as a secured creditor (including set oft) or enforcement in contravention of

this Agreement of any Lien on the Common Collateral held by any of them. othing in this

Agreement impairs or otherwise adversely affects any rights or remedies the UST Representative

or the other UST Secured Parties may have with respect to the Common Collateral.

USActive 16486604.11 -18-
(g) Subject to Section 2.1 (m), prior to the occurrence of the UST Secured

Obligations Payment Date, whether or not any Insolvency Proceeding has been commenced by

or against GM, Common Collateral or Proceeds thereof received in connection with the sale or

other disposition thereof, or collection thereon, upon the exercise of remedies by the UST

Rcprescntative or the other UST Secured Parties, shall be applied (i) by the UST Representative

to the UST Secured Obligations in such order as specified in the UST Credit Agreement and

(ii) by the VEBA Representative to the VEBA Secured Obligations in such order as specified in

the VEBA Note Agreement. Upon the occurrence of the UST Secured Obligations Payment

Date, the UST Representative shall deliver to the VEBA Representative any Common Collateral

and Proceeds of Common Collateral held by it in the same fonn as received, with any necessary

endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the

VEBA Representative to the VEBA Secured Obligations in such order as specified in the VEBA

Loan Documents.

Section 3.2 Cooperation. The VEBA Representative, on behalf of itself and

the other VEBA Secured Parties, agrees that each of them shall take such actions as the U T

Secured Parties shall reasonably request in connection with the exercise by the UST Secured

Parties oftheir rights set forth herein with respect to the Common Collateral.

Section 3.3 Actions Upon Breach.

(a) Should any VEBA Secured Party, contrary to this Agrccment, in any way

take, attempt to or threaten to take any action with respect to the Common Collateral (including,

without limitation, any attempt to realize upon or enforce any remedy with respect to this

Agreement), or fail to take any action required by this Agreement, any UST Secured Party (in its

own name or in the name of GM) may obtain relief against such VEBA Secured Party by

injunction, specific perfonnance and/or other appropriate equitable relief, it being understood

and agreed by the VEBA Representative on behalf of each VEBA Secured Party that (i) the UST

Secured Parties' damages from its actions may at that time be difficult to ascertain and may be

irreparable, and (ii) each VEBA Secured Party waivt.'S any defense that the UST Secured Parties

cannot demonstrate damage and/or be made whole by the awarding of damages.

(b) [Intentionally Omitted]

(c) Should any UST Secured Party take any action contrary to this Agreement

or fail to take any action required by this Agreement, any VEBA Secured Party (in its own name

or in the name of GM) may obtain relief against such UST Secured Party by injunction, specific

performance and/or other appropriate equitable relief, it being understood and agreed by the UST

Representative on behalf of each UST Secured Party that (i) the VEBA Secured Parties' damages

from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each

UST Secured Party waives any defense that the VEBA Secured Parties cannot demonstrate

damage and/or be made whole by the awarding of damages.

Section 3.4 Notices of Certain Events.

(a) The VEBA Representative hereby agrees to notify the UST Representative

promptly after learning of the occurrence of any of the following events: (i) the occurrence of

USActive 16486604.11 -19-
any default or event of default or situation which, but for the passage oftime, would constitutc a

dcfault or event of default under thc VEBA ote Agreement to the extent it has SCIlt a notice to

(in which case a copy ofsuch notice shall be simultaneously sent to the UST Representative), or

received a notice from, GM with respect thereto; (ii) any Refinancing of all or any portion of the

VEBA Secured Obligations; and (iii) any amendment, modification, restatement or supplement

to the tenns ofthe VEBA Note Agreement.

(b) The UST Representative hereby agrees to notify the VEBA Representative

promptly after learning of the occurrence of any of the following events: (i) the occurrcnce of

any default or event of default or situation which, but for the passage of time, would constitute a

default or event of default under the UST Loan Documents, to the extent it has sent a notice to

(in which case a copy of such notice shall be simultaneously sent to the VEBA Representative),

or received a notice from, GM with respect thereto; (ii) any Refinancing of all or any portion of

the UST Secured Obligations; and (iii) any amendment, modification, restatement or supplement

to the tenns of the UST Loan Documents. Further, the UST Representative agrees to provide at

least three days' notice to the VEBA Representative of the UST Representative's intent to

exercise and enforce its rights and rcmedies with respect to the Common Collatcral or to institute

an Insolvency Proceeding against GM on account ofthe UST Secured Obligations.

(cJ [Intentionally Omitted]

(d) Except as expressly provided in this Agreement, each of the Secured

Parties agrees that, without the necessity of any reservation of rights against it, and without

notice to or further assent by it, any demand for repayment of any of the Secured Obligations

may be rescinded in whole or in part by the applicable Secured Party, and any Secured

Obligation may be continued, and any Secured Obligations, or the liability of GM upon or for

any part thereof, or any collateral or guarantee therefor or right of offset with respect thereto,

may, from time to time, in whole or in part, be renewed, extended, modified, accelerated,

compromised. waived, surrendered, or released by the applicable Secured Party, in each case

without notice to or further assent by the other Secured Parties, and without impairing, abridging,

releasing or affecting the agreements provided for herein.

ARTICLE IV

RIGHTS AS UNSECURED CREDITOR.

otwithstanding anything contained herein to the contrary, the VEBA

Representative and VEBA Secured Parties hereby agree that they shall not assert any rights and

remedies as an unsecured creditor against GM in a manner which would contravene the

understandings and agreements set forth herein including, without limitation, with respect to

Lien and payment priority, consenting to DIP Financing, and requests for adequate protection.

The UST Rcpresentative, on behalf of the UST Secured Partics may, at its election, pursue rights

and rcmedies as an unsecured creditor against GM, provided that, the application of such rights

and remedies (including, without limitation, with respect to Lien and payment priority,

consenting to DIP Financing, and requests for adequate protection in accordance with this

Agreeement) will be equally and ratably applied to the VEBA Secured Party's interest in the

Common Collateral (with the understanding that such equal and ratable application does not

USAdive 16486604 11 -20-
create a fiduciary or other duty on the part of either UST Representativc or any UST Secured

Party in favor ofthe VEBA Representative, the VEBA Secured Party or any other Person).

ARTICLE V

MISCELLANEOUS.

Section 5.1 Notices. All notices, demands, requests, consents, approvals or

other communications required, pemlittcd. or desired to be given hereunder (any of the

foregoing, a "Notice") shall be in writing sent by facsimile (with answer back acknowledged) or

by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or

reputable overnight courier addressed to the party to be so notified at its address set forth below,

or to such other address as such party may hereafter specify. Any such notice, demand, request,

consent, approval or other communication shall be deemed to have been received: (a) upon

receipt (or first refused delivery) if mailed, (b) on the date ofsending by facsimile ifsent during

business hours on a Business Day (otherwise on the next Business Day), (c) on the datc of

delivery by hand if delivered during business hours on a Business Day (otherwise on the next

Business Day) and (d) on the next Business Day ifsent by an overnight commercial courier. All

written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to

occur ofreceipt or first refused delivery.

Section 5.2 Further Assurances. Each of the Secured Parties and GM, agrees

that each of them shall take such further action and shall execute and deliver such additional

documents and instruments (in recordable fonn, if requested) as any Secured Party may

reasonably request to effectuate the trons of and the Lien priorities contemplated by this

Agreemt.'T1t, including, without limitation, such additional documents and inslrUments required to

be entered into pursuant to Section 2.3.

Section 5.3 Other Rights Reserved. Except as expressly provided herein, each

of the Secured Parties reserves all rights with respect to objecting in any Lnsolvency Proceeding

or otherwise to any action taken by any other party to this Agreement with respect to the

Common Collateral or otherwise, including the seeking by any party hereto of adequate

protection (other than as provided in Section 2.I(g), Section 2.lm and 2.I(k) above), or the

assertion by any party hereto of any of its rights and remedies under the VEBA Note Documents

or the UST Loan Documents or any other agreement. instrument or document on the grounds

that such action taken is expressly prohibited by this Agreement. otwithstanding the foregoing.

the Secured Parties agree that they will, prior to taking any fonnal action in any Insolvency

Proceeding with respect to the Common Collateral, negotiate with one another in attempting to

resolve any disputes with respect to the foregoing outside of an Insolvency Proceeding.

Section 5.4 Counterparts. This Agreement may be executed in counterparts

(and by different parties hereto in different counterparts), each of which shall constitute an

original, but all of which when taken together shall constitute a single contract. Delivery of an

executed counterpart of a signature page of this Agreemellt or any document or instrument

delivered in connection herewith by telecopy shall be effective as delivery of a manually

executed counterpart of this Agreement or such other docunlcnt or instrument, as applicable.

USAclive 16486604.11 -21-
Section 5.5 Authorization. By its signature, each person executing this

Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is

duly authorized to execute this Agreement.

Section 5.6 GOVER ING LAW. THIS AGREEME TAD THE RIGHTS

AND OBLIGATIO S OF THE PARTIES UNDER THIS AGREEMENT SHALL BE

GOVERNED BY, A D CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,

THE LAW OFTHE STATE OF NEW YORK.

Section 5.7 SUBMISSION TO JURISDICTION; WAIVERS. ALL

JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT

OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF

THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA

FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM

ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY AND

UNCONDITIONALLY:

(i) SUBMITS FOR ITSELF A D ITS PROPERTY IN A Y SUCH LEGAL

ACTION OR PROCEEDING RELATING TO THIS AGREEME T, OR FOR

RECOG ITION A D E, FORCEMENT OF ANY JUDGMENT IN RESPECT

THEREOF, TO THE ON-EXCLUSIVE GENERAL JURISDICTION OF THE

COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED

STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND

APPELLATE COURTS FROM ANY THEREOF;

(ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE

BROUGHT IN SUCH COURTS AND WAIVES A Y OBJECTION THAT IT MAY

NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR

PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR

PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES

NOT TO PLEAD OR CLAIM THE SAME;

(iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR

PROCEEDING MAYBE EFFECTED BY MAILING A COPY THEREOF BY

REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR

FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET

FORTH IN SECTION 5.1 OR AT SUCH OTHER ADDRESS OF EACH PARTY

SHALL HAVE BEEN OTlFIED PURSUANT THERETO; AND

(iv) WAIVES, TO THE MAXIMUM EXTE T OT PROHIBITED BY

LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL

ACTION OR PROCEEDING REFERRED TO I THIS SECTIO 5.7 ANY SPECIAL,

EXEMPLARY, PUNITIVE OR CO SEQUENTIAL DAMAGES.

Section 5.8 Binding on Successors and Assigns. This Agreement shall be

binding upon the parties hereto and their respective successors, assigns, participants and any

holder of all or any portion ofthe indebtedness covered by this Agreement, whether such interest

USActive 16486604.11 -22-
is legal, economic or otherwise. Any such successor, assign, participant or other holder will

acknowledge in writing its agreement to be bound hereby. Notwithstanding any other provision

of this Agreement to the contrary, it is acknowledged and agreed that this provision shall not be

assignable to any Person except as expressly contemplated above, and that no party is a third

party beneficiary hereof. Without limitation, no provision of this Agreement shall inure to the

benefit of a trustee, debtor-in-possession, creditor trust or any other representative of any estate

or creditors of the Borrower or any other Grantor, including where such estate or creditor

representative is the beneficiary of any Liens securing any Common Collateral by virtue of any

avoidance ofsuch Liens in any Insolvency Proceeding.

Section 5.9 Amendment No amendment, modification or waiver of any of the

provisions of this Agreement shall be deemed to be made unless the same shall be in writing

signed on behalf of each of the UST Representative and the VEBA Representative or their

authorized agents and each waiver, if any. shall be a waiver only with respect to the specific

instance involved and shall in no way impair the rights of the parties making such waiver or the

obligations of the other parties to such party in any other respect or at any other time.

Notwithstanding the foregoing, GM shall not have any right to consent to or approve any

amendment, modification or waiver of any provision of this Agreement unless such amendment

modification or waiver changes the obligations of GM or any other Loan Party under this

Agreement in which case such right to consent or approve shall relate solely to such change.

Section 5.10 Effectiveness; Continuing Nature of this Agreement Severability.

This Agreement shall become effective when executed and delivered by the parties hereto. The

rights and obligations under this Agreement of each party hereto shall not be affected by the vote

of any party hereto to accept or reject a plan of reorganization or liquidation proposed in any

Insolvency Proceeding relating to GM, the Common Collateral or the receipt by any party hereto

of any cash, securities or other property distributed in any Insolvency Proceeding, except as

expressly provided in this Agreement. Any provision of this Agreement which is prohibited or

unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any

such prohibition or unenforceability in any jurisdiction shall not invalidate or render

unenforccable such provision in any other jurisdiction. All refercnces to GM shall include GM

as debtor and debtor in possession and any receiver or trustee for GM in any Insolvency

Proceeding.

Section 5.11 No Third Party Beneficiaries. This Agreement and the rights and

benefits hereofshall inure to the benefit of each of the parties hereto and its respective successors

and assigns. 0 other person shall have or be entitled to assert rights or benefits hereunder. GM

understands that this Agreement is for the sole benefit of the Secured Parties and their respective

successors and assigns, for the purpose of defining their rights hereunder, and that neither GM

nor any of its respective Subsidiaries or Affiliates are intended beneficiaries or third party

beneficiaries of this Agreement or any of the provisions hereof. Accordingly, neither GM, any

or its respective Subsidiaries or Affiliates or any creditor thereof have any rights under or be

entitled to rely upon this Agreement. Nothing in this Agreement is intended to or shall impair

the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to

pay the Secured Obligations as and when the same shall bl.'Come due and payablc in accordance

with their terms.

USAdJYe 16486604.11 -23-
Section 5.12 Subrogation. With respect to the value of any payments or

distributions in cash, property or other assets that any ofthe VEBA Secured Parties or the VEBA

Representative pays over to the UST Representative or the UST Secured Parties under the tenus

of this Agreement, the VEBA Secured Parties and the VEBA Representative shall be subrogated

to the rights of the UST Representative and the UST Secured Parties~ provided that, the VEBA

Representative, on behalf of itself and the VEBA Secured Parties, hereby waives all such rights

of subrogation it may acquire as a result of any payment hereunder until the UST Secured

Obligations have been paid in full under the UST Credit Agreement. GM acknowledges and

agrees that the value of any payments or distributions in cash, property or other assets received

by the VEBA Representative or the VEBA Secured Parties that arc paid over to the UST

Representative or the UST Secured Parties pursuant to this Agreement shall not reduce any of

the VEBA Secured Obligations.

Section 5.13 Conflicts. In the event of any conflict or inconsistency between

the provisions of this Agreement on the one hand and the provisions of any UST Loan

Documents or VEBA Note Documents on the other hand, the provisions of this Agreement shall

govern to the extent of any conflict or inconsistency.

USActive 16486604.11 -24-
IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor

Agreement to be duly executed by their respective authorized officers as of the day and year first

written above.

GENERAL MOTORS CORPORATION

Intcrcrcdltor Agreement
lntueredtlor Agreement

ANNUNCIATA CORPORATION

ARGONAUT HOLDINGS. INC.

GENERAL MOTORS ASIA PACIFIC HOLDINGS. LLC

GENERAL MOTORS ASIA. INC.

GENERAL MOTORS INTERNATIONAL HOLDINGS. INC.

GENERAL MOTORS OVERSEAS CORPORATiON

GENERAL MOTORS OVERSEAS DISTRIBUTiON CORPORATION

GENERAL MOTORS PRODUCT SERVICES. INC.

GENERAL MOTORS RESEARCH CORPORATION

GM APO HOLDINGS. LLC

GM EUROMETALS. INC.

GM FINANCE CO. HOLDINGS LLC

GM GLOBAL STEERING HOLDINGS. LLC

GM GLOBAL TECHNOLOGY OPERATIONS. INC.

GM GLOBAL TOOLING COMPANY. INC.

GM LAAM HOLDINGS. LLC

GM PREFERRED FINANCE CO. HOLDINGS LLC

GM SUBSYSTEMS MANUFACTURiNG. LLC

GM TECHNOLOGIES. LLC

GM·DI LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES CORPORATION

GRAND POINTE HOLDINGS. INC.

ONSTAR. LLC

GM COMPONENTS HOLDINGS. LLC

BY~~ N~~

Tille: Vice President

ADDRESS FOR NOTiCES:

767 Fifth Avenue. 14th Floor

New York, New York 10153

Attention; Manager Structured Finance

Telephone: (212)418-6219

Facsimile: (212)418-6419

with a copy to:

Legal Staff

23rd Floor

300 Renaissance Center

Detroit, Michigan 48265-3000

Attn: Martin Darvick
lnrcrcrediror Agreement

RIVERFRONT HOLDiNGS, iNC.

RJVERFRONT HOLDINGS PHASE n, iNC.

By: ~~- S

Name: IlM~

Title: Vice-presidenr

ADDRESS FOR NOTICES:

767 Fifth Avenue. 14th Floor

New York. New York 10153

Attention: Adil Mistry

Telephone: (212) 418-3507

Facsimile: (212) 418·3695

with a copy 10:

Legal Staff

23rd Floor

300 Renaissance Center

Detroit, MI 48265-3000

Altn: Martin Darvick
lntertreditor Agreemenl

GM GEFS LP.

By:

Name:A~ ~6-

Title: Vice President

ADDRESS FOR NOTICES:

767 Fifth Avenue. 14th Floor

New York:, New York 10153

Attention: Manager Slructured Finance

Telephone: (212) 418-6219

Facsimile: (212) 418-6419

with 3 copy 10:

Legal Staff

23rd Floor

300 Renaissance Center

Detroit, Michigan 48265-3000

Aim: Martin Darvick
lntercreditor Agreement

UST:

THE UNITED STATES DEPARTMENT OF THE TREASURY

BY:,..,--'W.£:f-'c;T,L!.'f-.-.t.;.A Name: Her crt M. Allison, Jr.

Title: Assistant Secretary for Fi ciaJ Stability

ADDRESS FOR OTICES:

The United States Department ofthe Treasury

1500 PelU1sylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: ChiefCounsel Office of Financial Stability

Facsimile: (202) 927-9225

Telecopy:

Email: OFSChiefcounsc!notices@dotreas.gov
lntercreditor Agreement

VEBA:

UAW RETIREE MEDiCAL BENEFITS TRUST

By:Nama"". Rob Naftaly

Title: Ch . of the Committee of the UAW

Retiree Medical Benefits Trust

with a copy to:

Daniel W. Sherrick

Generdl Counsel

International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America

8000 East Jefferson Avenue

Detroit, Michigan 48214

Telecopy: 313-822-4844

and

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Richard S. Lincer/David I. Gottlieb

Telecopy: 212-225-3999