Common use of Additional Transfer Restrictions Clause in Contracts

Additional Transfer Restrictions. (a) For so long as GM Holdco and its Affiliates collectively hold at least twenty percent (20%) of the Common Membership Interests, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken as a whole in such market or sub-market. (b) Any Member proposing to make a Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee shall obtain (at its sole cost and expense, but with all reasonable cooperation from the Company) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable. (c) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made unless in the opinion of counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities Laws or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company or the Membership Interests to be Transferred, (ii) cause the Company to be required to register as an “investment company” under the 1940 Act, (iii) cause the Company (for so long as it is a limited liability company) to be treated as a publicly traded partnership for United States federal tax purposes or (iv) have a material and adverse effect on the Company as a result of any requirement of Law that becomes or that may become applicable in connection with or as a result of such Transfer. (d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer: (i) unless the Transferee represents and agrees in a certification acceptable to the Company and the Tax Matters Member that either (A) it is not, for United States federal tax purposes, a partnership, a trust, an estate or a “S corporation” (as defined in the Code; each a “Pass-through Entity”) or (B) it is, for United States federal tax purposes, a Pass-through Entity, but after giving effect to such purchase of Membership Interests either (1) less than fifty percent (50%) of the aggregate value of the Pass-through Entity’s assets will consist of Membership Interests, and no principal purpose in using a Pass-through Entity to purchase the Membership Interests is to permit the Company to have more than one hundred “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (2) it will be treated as one partner in the Company for purposes of Treasury Regulations Section 1.7704-1(h); (ii) unless the Transferee is a “qualified purchaser” under the 1940 Act; and (iii) if, as a result of such Transfer, the Membership Interests would be owned by more than ninety-nine Persons as determined by the Company (with the written approval of the Joint Majority Holders) in accordance with Treasury Regulations Section 1.7704-1(h) or, if, as a result of such Transfer, the Company would otherwise be treated as a publicly traded partnership for United States federal tax purposes. (e) FIM hereby represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), Management Company represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) and each of GM Preferred Holdco and GM Holdco represents and warrants to the other Members that, as of the Effective Date, they collectively constitute not more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii). None of FIM, Management Company, GM Preferred Holdco and GM Holdco shall Transfer, nor permit any of their direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interests if such Transfer would result in (i) FIM and its Transferees collectively constituting more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), (ii) Management Company and its Transferees collectively constituting more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (iii)GM Preferred Holdco, GM Holdco and their respective Transferees collectively constituting more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii).

Additional Transfer Restrictions. (a) For so long as GM Holdco and its Affiliates collectively hold at least twenty percent (20%) of the Common Membership Interests, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken as a whole in such market or sub-market. (b) Any Member proposing to make a Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee shall obtain (at its sole cost and expense, but with all reasonable cooperation from the CompanyLLP) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable. (cb) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made (i) if such Transfer would subject the LLP to the reporting requirements of the Exchange Act, if it is not already subject to such reporting requirements and (ii) unless in the opinion of counsel (who may be counsel for the CompanyLLP), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (Managing Member, which opinion requirement may be waived, in whole or in part, at the discretion of the Board Managing Member, such Transfer would not violate any federal securities Laws or, if such opinion is requested by the Managing Member, any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the LLP or the Membership Interests to be Transferred. (c) Notwithstanding any other provisions of Managers)this Article IX, unless otherwise waived, in whole or in part, at the discretion of the Managing Member, no Transfer of Membership Interests subject to this Article IX may be made unless such Transfer would not (i) violate any federal securities Laws or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company LLP or the Membership Interests to be Transferred, Transferred and (ii) cause to the Company to be required to register as an “investment company” under the 1940 Acttransferor’s and transferee’s knowledge, (iii) cause the Company (for so long as it is a limited liability company) to be treated as a publicly traded partnership for United States federal tax purposes or (iv) have a material and adverse effect on the Company LLP as a result of any requirement of applicable Law that becomes or that may become applicable in connection with or as a result of such Transfer. (d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer: (i) unless the Transferee represents and agrees in a certification acceptable to the Company and the Tax Matters Member that either (A) it is not, for United States federal tax purposes, a partnership, a trust, an estate or a “S corporation” (as defined in the Code; each a “Pass-through Entity”) or (B) it is, for United States federal tax purposes, a Pass-through Entity, but after giving effect to such purchase of Membership Interests either (1) less than fifty percent (50%) of the aggregate value of the Pass-through Entity’s assets will consist of Membership Interests, and no principal purpose in using a Pass-through Entity to purchase the Membership Interests is to permit the Company to have more than one hundred “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (2) it will be treated as one partner in the Company for purposes of Treasury Regulations Section 1.7704-1(h); (ii) unless the Transferee is a “qualified purchaser” under the 1940 Act; and (iii) if, as a result of such Transfer, the Membership Interests would be owned by more than ninety-nine Persons as determined by the Company (with the written approval of the Joint Majority Holders) in accordance with Treasury Regulations Section 1.7704-1(h) or, if, as a result of such Transfer, the Company would otherwise be treated as a publicly traded partnership for United States federal tax purposes. (e) FIM hereby represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), Management Company represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) and each of GM Preferred Holdco and GM Holdco represents and warrants to the other Members that, as of the Effective Date, they collectively constitute not more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii). None of FIM, Management Company, GM Preferred Holdco and GM Holdco shall Transfer, nor permit any of their direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interests if such Transfer would result in (i) FIM and its Transferees collectively constituting more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), (ii) Management Company and its Transferees collectively constituting more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (iii)GM Preferred Holdco, GM Holdco and their respective Transferees collectively constituting more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii).

Additional Transfer Restrictions. (a) For so long as GM Holdco and its Affiliates collectively hold at least twenty percent (20%) of the Common Membership Interests, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken as a whole in such market or sub-market. (b) Any Member proposing to make a Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee shall obtain (at its sole cost and expense, but with all reasonable cooperation from the Company) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable. (c) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made unless in the opinion of counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities Laws or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company or the Membership Interests to be Transferred, (ii) cause the Company to be required to register as an “investment company” under the 1940 Act, (iii) cause the Company (for so long as it is a limited liability company) to be treated as a publicly traded partnership for United States federal tax purposes or (iv) have a material and adverse effect on the Company as a result of any requirement of Law that becomes or that may become applicable in connection with or as a result of such Transfer. (d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer: (i) (except in the case of a Transfer pursuant to a Company Conversion) unless the Transferee represents and agrees in a certification acceptable to the Company and the Tax Matters Member that either (A) it is not, for United States federal tax purposes, a partnership, a trust, an estate or a “S corporation” (as defined in the Code; each a “Pass-through Entity”) or (B) it is, for United States federal tax purposes, a Pass-through Entity, but after giving effect to such purchase of Membership Interests either (1) less than fifty percent (50%) of the aggregate value of the Pass-through Entity’s assets will consist of Membership Interests, and no principal purpose in using a Pass-through Entity to purchase the Membership Interests is to permit the Company to have more than one hundred “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (2) it will be treated as one partner in the Company for purposes of Treasury Regulations Section 1.7704-1(h); (ii) unless the Transferee is a “qualified purchaser” under the 1940 Act; and (iii) (except in the case of a Transfer pursuant to a Company Conversion) if, as a result of such Transfer, the Membership Interests would be owned by more than ninety-nine Persons as determined by the Company (with the written approval of the Joint Majority Holders) in accordance with Treasury Regulations Section 1.7704-1(h) or, if, as a result of such Transfer, the Company would otherwise be treated as a publicly traded partnership for United States federal tax purposes. (e) FIM hereby represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), Management Company represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) and each ). No Member shall Transfer, nor shall permit any of GM Preferred Holdco and GM Holdco represents and warrants its direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interest if such Transfer would result in the other Members that, as of the Effective Date, they collectively constitute not Company having more than twenty-five 100 “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii). None of FIM, Management Company, GM Preferred Holdco and or GM Holdco has Transferred or shall Transfer, nor has permitted or shall permit any Transferee or any of their direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interests if such Transfer would have resulted or would result in (i) FIM and its Transferees (and their respective Transferees) collectively constituting more than seventy-seventy four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), (ii) Management Company and its Transferees (and their respective Transferees) collectively constituting more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (iii)GM iii) GM Preferred Holdco, GM Holdco Holdco, Blocker Sub, the Treasury Preferred Holder and their respective Transferees (and their respective Transferees) collectively constituting more than twenty-twenty five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii).

Additional Transfer Restrictions. (a) For so long as GM Holdco and its Affiliates collectively hold at least twenty percent (20%) of the Common Membership Interests, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken as a whole in such market or sub-market. (b) Any Member proposing to make a Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee shall obtain (at its sole cost and expense, but with all reasonable cooperation from the Company) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable. (c) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made unless in the opinion of counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities Laws or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company or the Membership Interests to be Transferred, (ii) cause the Company to be required to register as an “investment company” under the 1940 Act, (iii) cause the Company (for so long as it is a limited liability company) to be treated as a publicly traded partnership for United States federal tax purposes or (iv) have a material and adverse effect on the Company as a result of any requirement of Law that becomes or that may become applicable in connection with or as a result of such Transfer. (d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer: (i) unless the Transferee represents and agrees in a certification acceptable to the Company and the Tax Matters Member that either (A) it is not, for United States federal tax purposes, a partnership, a trust, an estate or a “S corporation” (as defined in the Code; each a “Pass-through Entity”) or (B) it is, for United States federal tax purposes, a Pass-through Entity, but after giving effect to such purchase of Membership Interests either (1) less than fifty percent (50%) of the aggregate value of the Pass-through Entity’s assets will consist of Membership Interests, and no principal purpose in using a Pass-through Entity to purchase the Membership Interests is to permit the Company to have more than one hundred “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (2) it will be treated as one partner in the Company for purposes of Treasury Regulations Section 1.7704-1(h); (ii) unless the Transferee is a “qualified purchaser” under the 1940 Act; and (iii) if, as a result of such Transfer, the Membership Interests would be owned by more than ninety-nine Persons as determined by the Company (with the written approval of the Joint Majority Holders) in accordance with Treasury Regulations Section 1.7704-1(h) or, if, as a result of such Transfer, the Company would otherwise be treated as a publicly traded partnership for United States federal tax purposes. (e) FIM hereby represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), Management Company represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) and each of GM Preferred Holdco and GM Holdco represents and warrants to the other Members that, as of the Effective Date, they collectively constitute not more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii). None of FIM, Management Company, GM Preferred Holdco and GM Holdco shall Transfer, nor permit any of their direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interests if such Transfer would result in (i) FIM and its Transferees collectively constituting more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), (ii) Management Company and its Transferees collectively constituting more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (iii)GM Preferred Holdco, GM Holdco and their respective Transferees collectively constituting more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii).,

Additional Transfer Restrictions. (a) For so long as GM Holdco 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and its Affiliates collectively hold at least twenty percent (20%) of subject to the Common Membership Interestslimitations in Sections 7.1 through 7.4, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco a Member's ability to [34] 39 Transfer all or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken interest as a whole Member in such market or sub-market.the Company shall be subject to the following additional restrictions: (b) Any Member proposing to make a 7.5.1.1 No Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee all or any portion of such interest shall obtain (at its sole cost and expense, but with all reasonable cooperation from the Company) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable. (c) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made effective unless in the opinion of counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities Laws such Transfer complies with the Transfer restrictions in all agreements to which the Company, or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company or the Membership Interests to be Transferredsuch Member is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Company, the Company shall have received an opinion of counsel, reasonably Approved by the Members, to such effect (unless the requirement that the Company receive such legal opinion is waived by the Approval of the Members); 7.5.1.2 No Member shall be permitted to Transfer any portion of its Company interest or take any other action which would cause the Company to be required to register as an “investment company” under the 1940 Act, (iiii) cause the Company (for so long as it is a limited liability company) to be treated as a "publicly traded partnership for United States federal tax purposes partnership" within the meaning of Code Section 7704 or (ivii) have classified as a material and adverse effect on corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Member shall be permitted to Transfer all or any portion of its Company interest or to take any other action (including, in the case of any Member which is a corporation, limited liability company or partnership or a partner or member of a partnership or limited liability company which is a Member, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Company as a result of any requirement of Law that becomes or that may become applicable in connection with or as a result of such Transfer. (d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer: (i) unless the Transferee represents and agrees in a certification acceptable to the Company and the Tax Matters Member that either (A) it is not, for United States federal tax purposes, a partnership, a trust, an estate or a “S corporation” (as defined in the Code; each a “Pass-through Entity”) or (B) it is, for United States federal tax purposes, a Pass-through Entity, but after giving effect to such purchase of Membership Interests either (1) less than fifty percent (50%) of the aggregate value of the Pass-through Entity’s assets will consist of Membership Interests, and no principal purpose in using a Pass-through Entity to purchase the Membership Interests is to permit the Company to have more than one hundred “partners” partnership within the meaning of Treasury Regulations Code Section 1.7704-1(h)(1)(ii708(b)(1)(B) (a "Tax Termination"), without the Approval of the Members; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Members (if such withholding is required of the Company), no Member shall be permitted to Transfer all or (2) it will be treated as one partner any portion of its interest in the Company for purposes to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of Treasury Regulations Section 1.7704-1(h)any federal tax; and 7.5.1.5 No Member shall be permitted to Transfer all or any portion of its Company interest if such Transfer will (i) cause the assets of the Company to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) unless result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Transferee is a “qualified purchaser” under the 1940 Act; and (iii) if, as a result of such Transfer, the Membership Interests would be owned by more than ninety-nine Persons as determined by the Company (with the written approval of the Joint Majority Holders) in accordance with Treasury Regulations Section 1.7704-1(h) or, if, as a result of such Transfer, the Company would otherwise be treated as a publicly traded partnership for United States federal tax purposesCompany. (e) FIM hereby represents and warrants to the 7.5.2 Any purported transfer or any other Members that, as action taken in violation of the Effective Date, it constitutes not more than seventy-four “partners” within the meaning of Treasury Regulations this Section 1.7704-1(h)(1)(ii), Management Company represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) and each of GM Preferred Holdco and GM Holdco represents and warrants to the other Members that, as of the Effective Date, they collectively constitute not more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii). None of FIM, Management Company, GM Preferred Holdco and GM Holdco 7.5 shall Transfer, nor permit any of their direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interests if such Transfer would result in (i) FIM and its Transferees collectively constituting more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), (ii) Management Company and its Transferees collectively constituting more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (iii)GM Preferred Holdco, GM Holdco and their respective Transferees collectively constituting more than twenty-five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii)be void ab initio.

Additional Transfer Restrictions. (a) For so long as GM Holdco and its Affiliates collectively hold at least twenty percent (20%) of the Common Membership Interests, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken as a whole in such market or sub-market. (b) Any Member proposing to make a Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee shall obtain (at its sole cost and expense, but with all reasonable cooperation from the Company) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable. (c) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made unless in the opinion of counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities Laws or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company or the Membership Interests to be Transferred, (ii) cause the Company to be required to register as an “investment company” under the 1940 Act, (iii) cause the Company (for so long as it is a limited liability company) to be treated as a publicly traded partnership for United States federal tax purposes or (iv) have a material and adverse effect on the Company as a result of any requirement of Law that becomes or that may become applicable in connection with or as a result of such Transfer. (d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer: (i) (except in the case of a Transfer pursuant to a Company Conversion) unless the Transferee represents and agrees in a certification acceptable to the Company and the Tax Matters Member that either (A) it is not, for United States federal tax purposes, a partnership, a trust, an estate or a “S corporation” (as defined in the Code; each a “Pass-through Entity”) or (B) it is, for United States federal tax purposes, a Pass-through Entity, but after giving effect to such purchase of Membership Interests either (1) less than fifty percent (50%) of the aggregate value of the Pass-through Entity’s assets will consist of Membership Interests, and no principal purpose in using a Pass-through Entity to purchase the Membership Interests is to permit the Company to have more than one hundred “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (2) it will be treated as one partner in the Company for purposes of Treasury Regulations Section 1.7704-1(h); (ii) unless the Transferee is a “qualified purchaser” under the 1940 Act; and (iii) (except in the case of a Transfer pursuant to a Company Conversion) if, as a result of such Transfer, the Membership Interests would be owned by more than ninety-nine Persons as determined by the Company (with the written approval of the Joint Majority Holders) in accordance with Treasury Regulations Section 1.7704-1(h) or, if, as a result of such Transfer, the Company would otherwise be treated as a publicly traded partnership for United States federal tax purposes. (e) FIM hereby represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than seventy-four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), Management Company represents and warrants to the other Members that, as of the Effective Date, it constitutes not more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) and each ). No Member shall Transfer, nor shall permit any of GM Preferred Holdco and GM Holdco represents and warrants its direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interest if such Transfer would result in the other Members that, as of the Effective Date, they collectively constitute not Company having more than twenty-five 100 “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii). None of FIM, Management Company, GM Preferred Holdco and or GM Holdco has Transferred or shall Transfer, nor has permitted or shall permit any Transferee or any of their direct or indirect equityholders to Transfer, directly or indirectly, any Membership Interests if such Transfer would have resulted or would result in (i) FIM and its Transferees (and their respective Transferees) collectively constituting more than seventy-seventy four “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), (ii) Management Company and its Transferees (and their respective Transferees) collectively constituting more than one “partner” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (iii)GM iii) GM Preferred Holdco, GM Holdco Holdco, Blocker Sub, 84 the Treasury Preferred Holder and their respective Transferees (and their respective Transferees) collectively constituting more than twenty-twenty five “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii).