EX-10.3






Exhibit 10.3




EXECUTION COPY




EQUITY PLEDGE AGREEMENT




          This EQUITY PLEDGE AGREEMENT, dated as of December 31, 2008 (as amended, modified or
supplemented from time to time, this “Agreement”), made by the undersigned, each of which
is further identified on Annex A hereto (each, a “Pledgor” and together with their
respective successors and assigns, collectively, the “Pledgors”), in favor of the United
States Department of the Treasury in its capacity as the lender under the Loan Agreement referred
to below (the “Pledgee”). Except as otherwise defined herein, terms used herein and
defined in the Loan Agreement referred to below shall be used herein as therein defined.




W I T N E S S E T H:




          WHEREAS, General Motors Corporation (the “Borrower”) and the Pledgee are parties to
that certain Loan and Security Agreement, dated as of the date hereof (as amended, modified or
supplemented from time to time, the “Loan Agreement”), providing for the making of Advances
as contemplated therein;




          WHEREAS, each of the Pledgors will derive a substantial direct and/or indirect benefit from
the Pledgee’s making Advances to the Borrower pursuant to the Loan Agreement. To induce the Pledgee
to enter into the Loan Agreement and make such Advances, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor has
agreed to pledge and grant a security interest in the Collateral (as defined herein) in which such
Pledgor has rights, title and interests in and to, as security for such Advances;




          WHEREAS, it is a condition precedent to the obligation of the Lender to make Advances to the
Borrower under the Loan Agreement that each Pledgor shall have executed and delivered this
Agreement to the Lender; and




          WHEREAS, each Pledgor desires to execute this Agreement to satisfy the conditions described in
the preceding paragraph;




          NOW, THEREFORE, in consideration of the benefits accruing to each Pledgor, the receipt and
sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following
representations and warranties to the Pledgee and hereby covenants and agrees with the Pledgee as
follows:




          1. DEFINITIONS. All capitalized terms used but not defined herein shall have the
respective meanings set forth in the Loan Agreement, including Appendix A thereto.




          1.1. Equity Interests.




          (a) As used herein, the term “Equity Interests” shall mean all of the equity interests
in an issuing entity (“Issuing Entity”), acquired by, issued to or held by the relevant
Pledgor as set forth on Annex A under the heading “Percentage Pledged”. Each Pledgor represents
and warrants that on the date hereof, the Equity Interests held by such Pledgor (i) consists of the
number and type of Equity Interests of the related Issuing Entities as described in Annex A hereto
and (ii) all options, warrants, calls or commitments of any character whatsoever relating to Equity
Interests of such Issuing Entities, in each case listed in Annex A hereto. Each Pledgor represents
and warrants on the date hereof: (x) such Equity Interests constitute that percentage of the issued
and outstanding Equity Interests of the related Issuing Entities as set forth in Annex A hereto,
and (y) such Pledgor is the owner of such Equity Interests so held by it and there exist no options
or preemption rights in respect of any of such Equity Interests.




 









 








          (b) All Equity Interests at any time pledged or required (and permitted) to be pledged
hereunder are hereinafter called the “Pledged Equity Interests,” which together with: (i) all
Chattel Paper, Documents, Instruments and General Intangibles attributable solely to the Pledged
Equity Interests; (ii) all rights of any Pledgor to receive moneys (including dividends) due but
unpaid or to become due with respect to the Pledged Equity Interests and all property received in
substitution or exchange therefor; (iii) all of Pledgors’ rights and privileges with respect to the
Pledged Equity Interests; (iv) all rights of Pledgors to property of the related Issuing Entities;
(v) all Proceeds with respect to the foregoing clauses (i) through (iv); and (vi) to the extent not
included in the foregoing, all proceeds, products, offspring, rents, revenues, issues, profits,
royalties, income, benefits, accessions, additions, substitutions and replacements of and to any
and all of the foregoing, are hereinafter called the “Collateral”; provided that, notwithstanding
anything to the contrary contained herein or in any other Loan Document, the term Collateral and
each other term used in the definition thereof shall not include, and the Pledgee shall not have a
pledge or any other Lien pursuant to this Agreement on, any of the Excluded Collateral of any
Pledgor.




          1.2. Obligations. As used herein, the term “Obligations” shall mean the
obligations and liabilities of the Borrower and each Pledgor 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, or out of or in connection with the Loan Agreement, any other Loan Documents
and any other document made, delivered or given in connection therewith or herewith, whether on
account of covenants, reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all reasonable fees and disbursements of counsel to Lender that are required to
be paid by Borrower pursuant to the terms of the Loan Agreement) or otherwise.




          1.3. Chattel Paper, Documents, Instruments, General Intangibles and Proceeds. The
terms “Chattel Paper,” “Documents,” “Instruments,” “General Intangibles,” and “Proceeds” have the
meanings specified in the Uniform Commercial Code.




          2. PLEDGE OF EQUITY INTERESTS.




          2.1. Pledge. As collateral security for the prompt satisfaction and performance of
the Obligations, each Pledgor hereby: (i) pledges, collaterally assigns and hypothecates to Pledgee
and hereby grants to the Pledgee for the benefit of the Pledgee and its assigns a first priority
security interest in all of the Collateral now or from time to time owned by such Pledgor; (ii)
pledges and deposits as security with the Pledgee the Pledged Equity Interests of the related
Issuing Entities owned by such Pledgor on the date hereof and delivers to the Pledgee, any
certificates therefor or instruments thereof, accompanied by such other instruments of transfer as
are reasonably acceptable to the Pledgee; and (iii) collaterally assigns, transfers, hypothecates,
mortgages, charges and sets over to the Pledgee all of such Pledgor’s right, title and interest in
and to the Pledged Equity Interests of the related Issuing Entities (and in and to the certificates
or instruments evidencing such Pledged Equity Interests of the related Issuing Entities) to be held
by the Pledgee, upon the terms and conditions set forth in this Agreement.




          2.2. Subsequently Acquired Equity Interests. If, at any time or from time to time
after the date hereof, a Pledgor acquires (by purchase, stock dividend or otherwise) any additional
Equity Interests (other than any such Equity Interests constituting Excluded Collateral) of the
related Issuing Entities or, if any Equity Interests constituting Excluded Collateral ceases to be
Excluded Collateral, such Pledgor hereby automatically pledges and shall forthwith deposit such
Equity Interests of the related Issuing Entities (including any certificates or instruments
representing such Equity Interests of the related Issuing Entities) as security with the Pledgee
and deliver to the Pledgee certificates or instruments thereof, accompanied by such other
instruments of transfer as are reasonably acceptable to the Pledgee, and will promptly thereafter
deliver to the Pledgee a certificate executed by a Responsible Person of such Pledgor



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describing such Equity Interests and certifying that the same have been duly pledged to the
Pledgee hereunder as Collateral.




          2.3. Delivery of Share Certificates and Powers of Attorney. Except as may otherwise be
set forth in the Post Closing Letter, simultaneously with the delivery of this Agreement, each
Pledgor is delivering to the Pledgee, all certificated securities (including, without limitation,
stock certificates) representing the Pledged Equity Interests, together with related stock powers
duly executed in blank by the relevant Pledgor authorizing Pledgee to transfer ownership of such
Pledged Equity Interests to a third party in accordance with the terms of this Agreement. Each
Pledgor shall promptly deliver to the Pledgee, or cause the Borrower or any Issuing Entity to
deliver directly to the Pledgee, (i) share certificates or other instruments representing any
Pledged Equity Interests acquired or received by such Pledgor after the date of this Agreement and
(ii) related stock powers duly executed in blank by such Pledgor authorizing Pledgee to transfer
ownership of any Pledged Equity Interests acquired or received by such Pledgor after the date of
this Agreement to a third party in accordance with the terms of this Agreement.




          2.4. Uncertificated Securities. Other than as may be set forth in the Post Closing
Letter, notwithstanding anything to the contrary contained in Sections 2.1 and 2.2, if any Pledged
Equity Interests are uncertificated securities, the respective Pledgor hereby notifies the Pledgee
thereof in Annex A hereof, and hereby represents that it has taken all actions required to perfect
the security interest of the Pledgee in such uncertificated Pledged Equity Interests under
applicable law. Each Pledgor further agrees to take such actions as the Pledgee deems reasonably
necessary to effect the foregoing and to permit the Pledgee to exercise any of its rights and
remedies hereunder and under applicable law.




          3. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to
appoint one or more sub-agents for the purpose of retaining physical possession of any certificated
Pledged Equity Interests, which may be held (in the discretion of the Pledgee) in the name of the
relevant Pledgor, endorsed or assigned in blank or, if an Event of Default shall have occurred and
be continuing, in the name of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent
appointed by the Pledgee; provided that the Pledgee shall remain primarily liable for any and all
actions and inactions of any such sub-agent or nominee of the Pledgee.




          4. VOTING, ETC. WHILE NO EVENT OF DEFAULT. Unless and until an Event of Default shall
have occurred and be continuing, each Pledgor shall be entitled to exercise all voting rights
attaching to any and all Pledged Equity Interests owned by it, and to give consents, waivers or
ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver or
ratification given or any action taken which would violate, result in a breach of any covenant
contained in, or be materially inconsistent with, any of the terms of this Agreement, the Loan
Agreement or any other Loan Document or which would have the effect of materially impairing the
value of the Collateral or any part thereof or the position or interests of the Pledgee therein.
All such rights of a Pledgor to vote and to give consents, waivers and ratifications shall cease in
case an Event of Default shall occur and be continuing and Section 9 hereof shall become
applicable; provided that, the Pledgee shall have the right from time to time during the
continuance of an Event of Default to permit such Pledgor to exercise such rights. After all Event
of Defaults have been cured or waived, the Pledgors will have the right to exercise the voting and
consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms
of this Section 4.




          5. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event of Default shall have
occurred and be continuing, all cash dividends, interest and principal or other amounts payable in
respect of the Pledged Equity Interests shall be paid to the Pledgors in accordance with the
related certificate of incorporation, by-laws, certificate of formation, or operating agreement (or



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equivalent thereof), as the case may be. On and after the date on which an Event of Default
shall have occurred and be continuing, all such amounts shall be paid to and shall be the
collateral of the Pledgee under the Loan Documents. All dividends, distributions or other payments
which are received by a Pledgor contrary to the provisions of this Section 5 or Section 9 shall be
received in trust for the benefit of the Pledgee, shall be segregated from other property or funds
of such Pledgor and shall be forthwith paid over to the Pledgee as collateral for the obligations
of the Pledgor under the Loan Documents in the same form as so received (with any necessary
endorsement).




          6. REPRESENTATION AND WARRANTIES OF THE PLEDGOR.




          6.1. Representations and Warranties.




          (a) Each Pledgor represents, warrants and covenants that:





	 	(i)	 	it is the sole owner of the Pledged Equity
Interests pledged by it hereunder, free and clear of all claims,
mortgages, pledges, Liens, security interests and other encumbrances of
any nature whatsoever (and no right or option to acquire the same
exists in favor of any other person or entity), except for the
assignment, pledge and security interest in favor of the Pledgee
created or provided for herein or under any other Loan Document and
Permitted Liens, and (except to the Pledgee hereunder) such Pledgor
agrees that, except as permitted by the Loan Agreement, it will not
encumber or grant any security interest in or with respect to the
Pledged Equity Interest or permit any of the foregoing;
	 
	 	(ii)	 	no options, warrants or other agreements with
respect to the Collateral owned by such Pledgor are outstanding;
	 
	 	(iii)	 	except for Excluded Collateral, the Pledged
Equity Interests pledged by such Pledgor hereunder, represent all of
the shares of capital stock and equity interests of the Issuing
Entities owned by such Pledgor;
	 
	 	(iv)	 	to the knowledge of such Pledgor, all of the
Pledged Equity Interests owned by it have been duly and validly issued,
are fully paid and non-assessable; and
	 
	 	(v)	 	the pledge and collateral assignment to the
Pledgee of the Pledged Equity Interests by such Pledgor pursuant to
this Agreement, together with the delivery in the State of New York by
such Pledgor to the Pledgee of all certificated Pledged Equity
Interests together with related stock powers with respect thereto in
blank, and the filing of Uniform Commercial Code financing statements
in the applicable filing jurisdiction set forth on Annex A, will create
a valid and perfected first priority Lien in the Collateral, and the
proceeds thereof, subject to no other Lien or to any agreement
purporting to grant to any third party a Lien on the property or assets
of such Pledgor which would include the Collateral other than a
Permitted Lien allowable under the Loan Agreement.





          7. FURTHER ASSURANCES; POWER-OF-ATTORNEY.




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          7.1. Each Pledgor agrees that it will cooperate with the Pledgee in filing and refiling under
the Uniform Commercial Code such financing statements, continuation statements and other documents
in such filing offices in any Uniform Commercial Code jurisdiction as may reasonably be necessary
or advisable and wherever required or advisable by law in order to perfect and preserve the
Pledgee’s first priority security interest in the Collateral hereunder and hereby authorizes the
Pledgee to file financing statements and amendments thereto relative to all or any part of the
Collateral, and agrees to do such further acts and things and to execute and deliver to the Pledgee
such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably
require or reasonably deem advisable to carry into effect the purposes of this Agreement or to
further assure and confirm unto the Pledgee their rights, powers and remedies hereunder or
thereunder.




          7.2. Each Pledgor hereby constitutes and irrevocably appoints the Pledgee as its true and
lawful attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name
of such Pledgor or otherwise, at any time and from time to time after an Event of Default shall
have occurred and be continuing, to (i) affix to any documents representing the Collateral, the
stock powers delivered with respect thereto, (ii) transfer or cause the transfer of the Collateral,
or any part thereof, on the books of the Issuing Entity, to the name of the Pledgee or any nominee,
(iii) exercise with respect to such Collateral, all the rights, powers and remedies of an owner,
and (iv) take any action and execute any instrument which the Pledgee may deem necessary or
advisable to accomplish the purposes of this Agreement, which such Pledgor is required to do
hereunder but has failed to do within the required time frames hereunder. The power of attorney
granted pursuant to this Section 7.2(b) and all authority hereby conferred are granted and
conferred solely to protect the Pledgee’s interest in the Collateral and shall not impose any duty
upon the Pledgee to exercise any power. This power of attorney shall be irrevocable as one coupled
with an interest until the Maturity Date.




          8. TRANSFER BY THE PLEDGOR. No Pledgor will sell or otherwise dispose of, grant any
option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral except in
accordance with the terms of this Agreement and the Loan Documents or as may otherwise be agreed to
in writing by the Pledgee.




          9. REMEDIES; PRIVATE SALE.




          9.1. Remedies. During the period during which an Event of Default is continuing:




          (a) the Pledgee shall have all of the rights and remedies with respect to the Pledged Equity
Interests of a secured party under the Uniform Commercial Code and such additional rights and
remedies to which a secured party is entitled under the laws in effect in any jurisdiction where
any rights and remedies hereunder may be asserted (including, without limitation, the right, to the
maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership
pertaining to the Pledged Equity Interests as if the Pledgee was the sole and absolute owner
thereof (and the Pledgors agree to take all such action as may be appropriate to give effect to
such right));




          (b) the Pledgee may make any reasonable compromise or settlement deemed desirable with respect
to any of the Pledged Equity Interests and may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, any of the Pledged Equity Interests;




          (c) the Pledgee may, in its name or in the name of related Pledgor or otherwise, demand, sue
for, collect or receive any money or property at any time payable or receivable on account of, or
in exchange for, any of the Pledged Equity Interests, but shall be under no obligation to do so;




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          (d) the Pledgee may, with respect to the Pledged Equity Interests or any part thereof which
shall then be or shall thereafter come into the possession, custody or control of the Pledgee or
any of its agents, sell, lease, assign or otherwise dispose of all or any part of such Pledged
Equity Interests, at such place or places as the Pledgee deems best, and for cash or for credit or
for future delivery (without thereby assuming any credit risk), at public or private sale, without
demand of performance or notice of intention to effect any such disposition or of the time or place
thereof (except such notice as is required above or by applicable statute and cannot be waived),
and any Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged
Equity Interests so disposed of at any public sale (or, to the extent permitted by law, at any
private sale) and thereafter hold the same absolutely free from any claim or right of whatsoever
kind, including any right or equity of redemption (statutory or otherwise), of any Pledgor, any
such demand, notice and right or equity being hereby expressly waived and released. The Pledgee
may, without notice or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the sale, and such sale
may be made at any time or place to which the sale may be so adjourned;




          (e) the Pledgee shall have the right to receive any and all cash dividends, payments or other
Proceeds paid in respect of the Pledged Equity Interests and make application thereof to the
Obligations in such order as the Pledgee shall elect; and




          (f) any or all of the Pledged Equity Interests may be registered in the name of the Pledgee or
its nominee, and the Pledgee or its nominee may thereafter exercise, (A) all voting, corporate or
other organizational and other rights pertaining to such Pledged Equity Interests at any meeting of
shareholders of the relevant Issuing Entities or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or options pertaining to
such Pledged Equity Interests as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests
upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the
corporate or other organizational structure of any Issuing Entity, or upon the exercise by any
Pledgor or the Pledgee of any right, privilege or option pertaining to such Pledged Equity
Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged
Equity Interests with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Lender may determine), all without liability except to
account for property actually received by it, but the Lender shall have no duty to any Pledgor to
exercise any such right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.




          The Pledgors recognize that, by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws (to the
extent not preempted), the Pledgee may be compelled, with respect to any sale of all or any part of
the Pledged Equity Interests which constitutes a “security” under the Securities Act, to limit
purchasers to those who will agree, among other things, to acquire such Pledged Equity Interests
for their own account, for investment and not with a view to the distribution or resale thereof.
The Pledgors acknowledge that any such private sale may be at prices and on terms less favorable to
the Pledgee than those obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that the Pledgee shall not have any obligation to
engage in public sales and no obligation to delay the sale of any such Pledged Equity Interests for
the period of time necessary to permit the respective issuer thereof to register it for public
sale.




          9.2. Private Sale. The Pledgee shall not incur any liability as a result of the sale
of the Pledged Equity Interests, or any part thereof, at any private sale pursuant to Section 9.1
of this Agreement conducted in good faith. Each Pledgor hereby waives any claims against the
Pledgee by reason of the fact



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that the price at which the Pledged Equity Interests may have been sold at such a private sale
was less than the price which might have been obtained at a public sale or was less than the
aggregate amount of any obligations.




          10. COVENANTS OF THE PLEDGOR.




          (a) Each Pledgor covenants and agrees that it will take all reasonable steps to defend the
right, title and interest of the Pledgee in and to the Collateral and the proceeds thereof against
the claims and demands of all persons whomsoever; and each Pledgor covenants and agrees that it
will have like title to and right to pledge any other property at any time hereafter pledged to the
Pledgee as Collateral hereunder and will likewise take all reasonable steps to defend its rights
thereto and interests therein.




          (b) Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to
exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and
Permitted Liens) and (ii) take any action which would have the effect of materially impairing the
position or interests of the Pledgee hereunder except as expressly permitted by this Agreement.




          (c) Except as otherwise permitted under the Loan Agreement, without the prior written consent
of the Pledgee, each Pledgor covenants and agrees that it will not (i) vote to enable, or take any
other action to permit, any Issuing Entity to issue any stock or other equity securities or
interests of any nature or to issue any other securities convertible into or granting the right to
purchase or exchange for any stock or other equity securities or interests of any Issuing Entity or
(ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to,
the Pledged Equity Interests.




          (d) Each Pledgor covenants and agrees that it will cause its pledge hereunder to be noted
conspicuously on its books and records. If any certificates or other instruments are issued to
represent the Pledged Equity Interests, then the relevant Pledgor shall deliver or cause to be
delivered to the Pledgee or its designee such certificates or other instruments.




          (e) No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as
all or a portion of its related Equity Interests constitute Collateral hereunder) to, without the
prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or
agreement (excluding the Loan Agreement and the other Loan Documents) which directly or indirectly
prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring
any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter
acquired other than as permitted in the Loan Agreement, (ii) permit any Lien to exist on any of the
Equity Interests of the related Issuing Entities (other than the Lien granted to the Pledgee
hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Equity
Interests with respect to the Issuing Entities, regardless of whether such Equity Interests
constitute Collateral hereunder, other than in a transaction permitted under the Loan Agreement or
(iv) except as otherwise set forth in the Loan Agreement, enter into any agreement, contract or
arrangement (excluding the Loan Agreement and the other Loan Documents) restricting the ability of
any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the
Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make
loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or
distributions of all or any part of its assets to the Pledgor or any Person owning or holding the
Equity Interests with respect to such Issuing Entity; in each case other than (x) customary
anti-assignment provisions contained in leases, permits, licensing agreements and other contracts
entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y)
restrictions and conditions imposed by any laws, rules or regulations of any governmental
authority, and (z) restrictions and conditions arising under the Loan Agreement and the other Loan
Documents.




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          (f) Each Pledgor covenants and agrees that, throughout the term of the Loan Agreement, if and
when any Equity Interests owned by such Pledgor shall cease to be Excluded Collateral, such Equity
Interests shall be deemed at all times from and after the date hereof to constitute Collateral
hereunder.




          (g) Each Pledgor covenants and agrees that the Pledged Equity Interests are “general
intangibles” under Article 9 of the Uniform Commercial Code, and are not “securities” for purposes
of Article 8 of the Uniform Commercial Code or “investment property” for purposes of Article 9 of
the Uniform Commercial Code, and that it will not modify any organizational, operating or other
agreements to permit such equity interests to be governed by Article 8 of the Uniform Commercial
Code without the prior written consent of the Pledgee.




          (h) Each Pledgor covenants and agrees that it shall and shall cause each Issuing Entity to:





	 	(i)	 	preserve and maintain its legal existence and all of its
material rights, privileges, licenses and franchises;
	 
	 	(ii)	 	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;
	 
	 	(iii)	 	keep adequate records and books of account, in which complete
entries will be made in accordance with GAAP consistently applied, and maintain
adequate accounts and reserves for all taxes (including income taxes), all
depreciation, depletion, obsolescence and amortization of its properties, all
contingencies, and all other reserves;
	 
	 	(iv)	 	not move its chief executive office or chief operating office
from the addresses referred to in Schedule 6.10 of the Loan Agreement other
than in strict compliance with the obligations set forth in Section 4.03 of the
Loan Agreement;
	 
	 	(v)	 	pay and discharge all taxes, assessments and governmental
charges or levies imposed on it or its income or profits or on any of its
Property prior to the date on which penalties attach thereto, except for any
such tax, assessment, charge or levy the payment of which is being contested in
good faith and by proper proceedings and against which adequate reserves are
being maintained. Each Pledgor and its Subsidiaries shall file on a timely
basis all federal, and material state and local tax and information returns,
reports and any other information statements or schedules required to be filed
by or in respect of it where the failure to file would reasonably be expected
to have a Material Adverse Effect;
	 
	 	(vi)	 	keep in full force and effect the provisions of its charter
documents, by-laws, operating agreements or similar organizational documents;
and
	 
	 	(vii)	 	keep in full force and effect all agreements and instruments
by which it or any of its properties may be bound and all applicable decrees,
orders and judgments, in each case in such manner that a Material Adverse
Effect will not result.




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          11. PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. Subject to Section 16, the obligations of
each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:




          (a) any renewal, extension, amendment or modification of, or addition or supplement to or
deletion from any of the Loan Documents, or any other instrument or agreement referred to therein,
or any assignment or transfer of any thereof;




          (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect
of any such agreement or instrument or this Agreement;




          (c) any furnishing of any additional security to Pledgee or its assignee or any acceptance
thereof or any release of any security by Pledgee or its assignee;




          (d) any limitation on any party’s liability or obligations under any such instrument or
agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or
agreement or any term thereof;




          (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Pledgor or any Affiliate of such Pledgor, or
any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any
such proceeding, whether or not such Pledgor shall have notice or knowledge of any of the
foregoing; or




          (f) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, the Pledgors in respect of its obligations hereunder or the Pledgors in respect of
this Agreement or otherwise.




          12. NOTICES, ETC. Except as otherwise expressly permitted by this Agreement, all
notices, requests and other communications provided for herein and under the other Loan Documents
(including, without limitation, any modifications of, or waivers, requests or consents under, this
Agreement) shall be given or made in writing (including, without limitation, by telecopy or
Electronic Transmission) delivered to the intended recipient at the “Address for Notices” specified
(i) on the signatures pages hereof, beneath each party’s name, (ii) in Section 11.02 of Appendix A
of the Loan Agreement or (iii) on Annex A attached hereto; or, as to any party, at such other
address as shall be designated by such party in a written notice to each other party. Except as
otherwise provided in this Agreement, all such communications shall be deemed to have been duly
given when transmitted by telecopier or Electronic Transmission or personally delivered or, in the
case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.




          13. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be
changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the
Pledgee and the Pledgors.




          14. GOVERNING LAW. INSOFAR AS THERE MAY BE NO APPLICABLE FEDERAL LAW, THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY RULE
OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THAT WOULD
RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW
YORK.




9









 








NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR INACTION BY ANY PARTY.




          15. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS. EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:




          (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF ANY COURT OF THE STATE AND COUNTY OF NEW
YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK;




          (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE
EXTENT PERMITTED BY LAW, 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 ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF BENEATH EACH PARTY’S NAME, OR IN
SECTION 11.02 OF APPENDIX A OF THE LOAN AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE PLEDGEE
SHALL HAVE BEEN NOTIFIED; AND




          (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.




          EACH PLEDGOR AND THE PLEDGEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.




          16. CONTINUING SECURITY INTEREST; RELEASE.




          (a) This Agreement shall create a continuing security interest in the Collateral and shall (i)
remain in full force and effect until the Obligations have matured and have been paid and satisfied
in full, (ii) be binding upon and inure to the benefit of the Pledgors, each of the Pledgors’
executors, administrators, successors and assigns, and (iii) inure to the benefit of and be binding
upon the Pledgee and its successors, transferees and assigns. Upon the payment and satisfaction in
full of the Obligations, each Pledgor shall be entitled to the return, upon its request and at its
expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof.




          (b) Upon termination of the Loan Agreement and repayment to the Lender of all Obligations and
the performance of all obligations under the Loan Documents, the Pledgee shall release



10









 






its security interest in any remaining Collateral; provided that if any payment, or any part
thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the
Pledgee upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or
a trustee or similar officer for the Borrower or any substantial part of its Property, or
otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be
effective, or be reinstated, until such payments have been made.




          (c) Provided that no Default or Event of Default shall then exist, the Lender shall, in
connection with any Disposition of any Collateral permitted under the Loan Agreement (other than
dispositions of Facility Collateral between and among Loan Parties and Pledged Entities), release
from the Lien of the Loan Documents of the portion of the Collateral Disposed of, upon the
applicable Loan Parties’ satisfaction of the conditions set forth in the Loan Agreement.




          17. MISCELLANEOUS. The headings of the several sections and subsections in this
Agreement are for purposes of reference only and shall not limit or define the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument. In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Agreement which shall remain binding on all parties
hereto.




          18. [Reserved].




          19. JOINT AND SEVERAL LIABILITY. Each Pledgor hereby acknowledges and agrees that the
Pledgors are jointly and severally liable to the Lender for all representations, warranties,
covenants, obligations and liabilities of each Pledgor hereunder and under the Loan Documents.
Each Pledgor hereby further acknowledges and agrees that (a) any Event of Default or any default,
or breach of a representation, warranty or covenant by any Pledgor hereunder or under any Loan
Document is hereby considered a default or breach by each Pledgor, as applicable, and (b) the
Lender shall have no obligation to proceed against one Pledgor before proceeding against the other
Pledgors. Each Pledgor hereby waives any defense to its obligations under this Agreement based
upon or arising out of the disability or other defense or cessation of liability of one Pledgor
versus the other. A Pledgor’s subrogation claim arising from payments to the Lender shall
constitute a capital investment in the other Pledgor subordinated to any claims of the Lender and
equal to a ratable share of the equity interests in such Pledgor.




[remainder of page intentionally left blank; signature page follows]





11









 








          IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be executed and delivered by
their duly authorized officers as of the date first above written.




	 	 	 	 	 	 	 
	 	 	GENERAL MOTORS CORPORATION, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


Name
	 	/x/ Adil Mistry
 

Adil Mistry
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






Signature Page to Equity Pledge Agreement







 









 








GENERAL MOTORS ASIA, INC.,




GENERAL MOTORS ASIA PACIFIC HOLDINGS, LLC,




GENERAL MOTORS OVERSEAS CORPORATION,




GENERAL MOTORS OVERSEAS DISTRIBUTION CORPORATION,




GM APO HOLDINGS, LLC,




GM FINANCE CO. HOLDINGS LLC,




GM GEFS L.P.,




GM LAAM HOLDINGS, LLC,




GM PREFERRED FINANCE CO. HOLDINGS LLC,




GM TECHNOLOGIES, LLC,




RIVERFRONT HOLDINGS, INC., and




SATURN CORPORATION,

              each, as a Pledgor




	 	 	 	 	 	 	 
	 

	 	By:


Name
	 	/x/ Adil Mistry
 

Adil Mistry
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Equity Pledge Agreement






 









 








	 	 	 	 	 	 	 
	 	 	GENERAL MOTORS INTERNATIONAL

     HOLDINGS, INC., as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


Name
	 	/x/ Adil Mistry
 

Adil Mistry
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Equity Pledge Agreement