Common use of Restrictions on Transfer of Membership Interests Clause in Contracts

Restrictions on Transfer of Membership Interests. (a) No Member may Transfer its Membership Interests except as expressly permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party transferee of the Membership Interests, and any such transferee must agree in writing to be bound by these provisions. Any purported Transfer that violates this Agreement or any restrictive legend on the certificates representing any the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer. (b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Agreement, including Section 13.1(c) to (h), if applicable: (i) Each of the US Treasury and Canada may Transfer its Membership Interests if, subject to the Transfer Notice Procedures, Fiat reasonably determines that the proposed transferee is not a Competitor, or an Affiliate of a Competitor, of Fiat. (ii) Any Member may Transfer its Membership Interests pursuant to Section 14.1 or Section 14.4. (iii) Any Member may Transfer its Membership Interests (or any option to acquire such Member Interests) to any Controlled Affiliate of such Member without complying with any other provisions of this Article XIII. (iv) Prior to the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests if (x) the Transfer complies with Section 13.3 and (y) Fiat obtains the prior written consent of the US Treasury or Export Development Canada (without regard to whether there has occurred a Fiat Termination). (v) On or after the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests to any Person if the Transfer complies with Section 13.3. (vi) A Non-Fiat Member may Transfer its Membership Interests from and after the second anniversary of the Closing Date if the Transfer is in accordance with Section 13.2. (vii) If at any time after a Transfer of Membership Interests from a Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original transferring Member shall promptly notify the Company of the pending occurrence of such Unwinding Event; and (B) prior to such Unwinding Event, such Controlled Affiliate and such Member shall take all actions necessary to effect a Transfer of all the Membership Interests of the Company held by such Controlled Affiliate either back to such Member or, to the extent permitted by this Agreement, to another Person that qualifies as a Controlled Affiliate of such Member. (viii) The VEBA may Transfer its Membership Interest to (i) Fiat or any of its transferees pursuant to the Call Option Agreement or (ii) to US Treasury or any of its transferees pursuant to the Equity Recapture Agreement without complying with any other provisions of this Article XIII. (c) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(iii) and (viii), no Transfer of Membership Interests 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, or (iii) 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) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(iii) and (viii), each Non-Fiat Member agrees that it will not Transfer any Membership Interests (or portion thereof) if Fiat reasonably determines that such Transfer would cause the Fiat Group to (i) have a Controlling Interest in the Company or any of its Subsidiaries or (ii) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (with respect to both (i) and (ii), disregarding the provisions of Section 13.1(d)(ii)). (i) The Company and its Subsidiaries agree to not take any action, including but not limited to any Transfer, which could cause the Fiat Group or the VEBA to (A) have a Controlling Interest in the Company or any of its Subsidiaries or (B) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA. (ii) Notwithstanding any provision of this Agreement (or any other agreement or arrangement) to the contrary, in the event that the Fiat Group acquires a Controlling Interest in the Company or any of its Subsidiaries or otherwise is treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (the maximum amount of Membership Interests which can be held by the Fiat Group without constituting such a Controlling Interest or being treated as such a “single employer” is referred to as the “Ownership Limit”), then: (A) to the extent the reason the Fiat Group exceeded the Ownership Limit was as a result of its ownership of Membership Interests or other economic rights, then: (1) the number of Class A Membership Interests subject to the Call Option pursuant to the Call Option Agreement between Fiat and UAW and the US Treasury shall automatically be reduced (but not below zero), as provided in Section 2.2(e) of the Call Option Agreement, by the minimum amount necessary for the Membership Interests held by the Fiat Group to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub- paragraph (1) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (2) if the action taken pursuant to sub-paragraph (1) does not result in a reduction of the Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then the number of Class A Membership Interests subject to the Incremental Equity Call Option shall automatically be reduced (but not below zero) by the minimum amount necessary for the Membership Interests held by the Fiat Group (after taking into account any action taken pursuant to sub-paragraph (1)) to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub- paragraph (2) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (3) if the actions taken pursuant to sub-paragraphs (1) and (2) do not result in a reduction of the Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then the number of Class B Membership Interests issuable upon the occurrence of any Class B Event (or, in the event that one or more Class B Events is not satisfied prior to the expiration of the Event Occurrence Period, the number of Class A Membership Interests subject to the Alternative Call Option) shall automatically be reduced on a pro rata basis (but not below zero) by the minimum amount necessary for the Membership Interests held by the Fiat Group (after taking into account any action taken pursuant to sub-paragraphs (1) and (2)) to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub-paragraph (3) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; and (4) if the actions taken pursuant to sub-paragraphs (1), (2) and (3) do not result in a reduction of Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Ownership Limit after taking into account any action taken pursuant to sub-paragraphs (1), (2) and

Restrictions on Transfer of Membership Interests. (a) No Member may Transfer its Membership Interests except as expressly permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party transferee of the Membership InterestsInterests (other than third party transferees of the Membership Interests who receive such Membership Interests in a public offering in connection with the exercise of registration rights pursuant to Section 13.1(b)(ii)), and any such transferee must agree in writing to be bound by these provisions. Any purported Transfer that violates this Agreement or any restrictive legend on the certificates representing any of the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer. (b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Agreement, including Section 13.1(c) to (h), if applicable: (i) Each of the US Treasury and Canada may Transfer its Membership Interests if, subject to the Transfer Notice Proceduresterms of Section 13.1(d), (f), (g), (h) and (i) if Fiat reasonably determines that the proposed transferee is not a Competitor, or an Affiliate of a Competitor, of Fiat. (ii) Any Member may Transfer its Membership Interests pursuant to Section 14.1 or Section 14.414.4 or the exercise of registration rights under the Shareholder Agreement. (iii) Any Member may Transfer its Membership Interests (or any option to acquire such Member Interests) to any Controlled Affiliate of such Member without complying with any other provisions of this Article XIII. (iv) Prior to the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests if (x) the Transfer complies with Section 13.3 and (y) Fiat obtains the prior written consent of the US Treasury or Export Development Canada (without regard to whether there has occurred a Fiat Termination). (v) On or after the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests to any Person if the Transfer complies with Section 13.3. (vi) A Non-Fiat Member may Transfer its Membership Interests from and after the second anniversary of the Closing Effective Date if the Transfer is in accordance with Section 13.2. (vii) If at any time after a Transfer of Membership Interests from a Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original transferring Member shall promptly notify the Company of the pending occurrence of such Unwinding Event; and (B) prior to such Unwinding Event, such Controlled Affiliate and such Member shall take all actions necessary to effect a Transfer of all the Membership Interests of the Company held by such Controlled Affiliate either back to such Member or, to the extent permitted by this Agreement, to another Person that qualifies as a Controlled Affiliate of such Member. (viii) The VEBA or its wholly owned subsidiaries (including VEBA Holdco) may Transfer its Membership Interest to (i) Fiat or any of its transferees pursuant to the Call Option Agreement or (ii) to US Treasury or any of its transferees pursuant to the Equity Recapture Agreement without complying with any other provisions of this Article XIII. (c) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(iii) and (viii), no Transfer of Membership Interests 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 Directors and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of ManagersDirectors), 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, or (iii) 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) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(iii) and (viii)), each Non-Fiat Member agrees that it will not Transfer any Membership Interests (or portion thereof) if Fiat reasonably determines that such Transfer would cause the Fiat Group to (i) have a Controlling Interest in the Company or any of its Subsidiaries or (ii) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (with respect to both (i) and (ii), disregarding the provisions of Section 13.1(d)(ii)). (i) The Company and its Subsidiaries agree to not take any action, including but not limited to any Transfer, which could cause the Fiat Group or the VEBA to (A) have a Controlling Interest in the Company or any of its Subsidiaries or (B) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA. (ii) Notwithstanding any provision of this Agreement (or any other agreement or arrangement) to the contrary, in the event that the Fiat Group acquires a Controlling Interest in the Company or any of its Subsidiaries or otherwise is treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (the maximum amount of Membership Interests which can be held by the Fiat Group without constituting such a Controlling Interest or being treated as such a “single employer” is referred to as the “Ownership Limit”), then: (A) to the extent the reason the Fiat Group exceeded the Ownership Limit was as a result of its ownership of Membership Interests or other economic rights, then: (1) the number of Class A Membership Interests subject to the Call Option pursuant to the Call Option Agreement between Fiat and UAW and the US Treasury shall automatically be reduced (but not below zero), as provided in Section 2.2(e) of the Call Option Agreement, by the minimum amount necessary for the Membership Interests held by the Fiat Group to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub- sub-paragraph (1) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (2) if the action taken pursuant to sub-paragraph (1) does not result in a reduction of the Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then the number of Class A Membership Interests subject to the Incremental Equity Call Option shall automatically be reduced (but not below zero) by the minimum amount necessary for the Membership Interests held by the Fiat Group (after taking into account any action taken pursuant to sub-paragraph (1)) to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub- sub-paragraph (2) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (3) if the actions taken pursuant to sub-paragraphs paragraphs (1) and (2) do not result in a reduction of the Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then the number of Class B Membership Interests issuable upon the occurrence of any Class B Event (or, in the event that one or more Class B Events is not satisfied prior to the expiration of the Event Occurrence Period, the number of Class A Membership Interests subject to the Alternative Call Option) shall automatically be reduced on a pro rata basis (but not below zero) by the minimum amount necessary for the Membership Interests held by the Fiat Group (after taking into account any action taken pursuant to sub-paragraphs (1) and (2)) to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub-paragraph (3) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; and (4) if the actions taken pursuant to sub-paragraphs (1), (2) and (3) do not result in a reduction of Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Ownership Limit after taking into account any action taken pursuant to sub-paragraphs (1), (2) and (3) (the “Excess Membership Interests”) shall be deemed to have been automatically transferred, with no action required by the Fiat Group, the Company or any other party, to a trust established for the purpose of holding the Excess Membership Interests (the “Trust”). From and after the Effective Date, the Company shall have established the Trust, which will be administered by an independent trustee, will be irrevocable, will be for the exclusive benefit of the beneficiary or beneficiaries selected at the time of establishment of the Trust and will be on such other terms which are satisfactory to Fiat in its sole discretion. Excess Membership Interests held in the Trust shall be entitled to the benefits to which any Member may be entitled as provided in this Agreement, shall retain full voting rights and shall otherwise be treated as Outstanding Membership Interests for all purposes; and (B) to the extent the reason the Fiat Group exceeded the Ownership Limit was on account of its voting power, then: (1) the right of any Independent Director(s) designated by Fiat to exercise any voting rights associated with the Membership Interests held by the VEBA Holdco shall be waived and the other Independent Directors shall proportionately vote the Membership Interests held by the VEBA Holdco; provided that this sub-paragraph (1) shall only apply if such action would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (2) if the action taken pursuant to sub-paragraph (1) does not result in a reduction of the voting power held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Ownership Limit after taking into account any action taken pursuant to sub-paragraph (1) (the “Excess Voting Interests”) shall be deemed to have been automatically placed, with no action required by the Fiat Group, the Company or any other party, in a voting trust (the “Voting Trust”); provided that this sub-paragraph (2) shall only apply if such action would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries. From and after the Effective Date, the Company shall have established the Voting Trust, which will be irrevocable and will be administered by an independent trustee (the “Voting Trust Trustee”) appointed by Fiat. Such Voting Trust Trustee shall hold all voting rights associated with such Membership Interests of the Company held in the Voting Trust and shall vote such Membership Interests proportionally in accordance with the votes of the other Members. Fiat shall be the exclusive beneficiary of the Voting Trust, and shall retain all economic rights of any Membership Interests placed in the Voting Trust. The number of Membership Interests held in the Voting Trust shall be automatically increased or decreased, with no action required by the Fiat Group, the Company or any other party, to reflect changes in the amount of the Excess Voting Interests and Fiat shall automatically accede to voting rights associated with Membership Interests previously held in the Voting Trust; and (3) if the actions taken pursuant to sub-paragraphs (A) and (B) do not result in a reduction of the voting power held by the Fiat Group to an amount below the Ownership Limit, then any Excess Voting Interests held by the Fiat Group after taking into account any action taken pursuant to sub-paragraphs (1) and (2) shall be deemed to have been automatically transferred, with no action required by the Fiat Group, the Company or any other party, to the Trust pursuant to Section 13.1(d)(ii)(A)(4). (e) Each Non-Fiat Member agrees that the provisions of Section 13.1(d)(ii) do not apply as a result of the Transactions contemplated by the Transaction Documents. (f) Notwithstanding any other provision of this ARTICLE XIII, each Member proposing to Surrender any Membership Interests shall deliver to Fiat a written notice of such proposed Surrender no later than 10 days prior to the consummation of such Surrender. The written notice must contain (i) the total number and class (if applicable) of the Membership Interests subject to the proposed Surrender, and (ii) the date such Surrender is expected to be consummated. Following the delivery of the written notice, the Member must promptly furnish Fiat with any other information related to the Surrender that Fiat reasonably requests. (g) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Sections 13.1(b)(iii) and (viii)), no Member may Transfer Membership Interests if such Member has breached this Agreement or the Shareholder Agreement and such breach is continuing. (h) Notwithstanding any other provisions of this ARTICLE XIII (except as expressly permitted by Sections 13.1(b)(iii) and (viii), no Transfer of any Membership Interest may be made unless the Tax Matters Member receives (which requirement may be waived by the Tax Matters Member in its reasonable discretion), not less than ten (10) Business Days prior to the date of any proposed Transfer, a written opinion of reputable counsel, satisfactory in form and substance to the Tax Matters Member, to the effect that such Transfer would not (i) result in the termination of the partnership under Section 708(b)(1)(B) of the Code (provided that this shall not apply to a Transfer of Membership Interests by VEBA to VEBA Holdco within 60 days of the Effective Date or pursuant to the Equity Recapture Agreement), or (ii) render the Company a publicly traded partnership under Sections 7704 or 469 of the Code (taking into account any other relevant Transfers) or otherwise cause the Company to lose its status as a partnership for Federal income tax purposes. (i) Except as permitted by Section 13.1(b)(iii) and (viii), each Non-Fiat Member seeking to Transfer any Membership Interests shall first give written notice of such proposed Transfer to Fiat no later than 10 Business Days prior to the consummation of such Transfer. The written notice shall set forth (A) the number and type of Membership Interests of the Company subject to the proposed Transfer, (B) the date such Transfer is expected to be consummated and (C) the identity of the proposed transferee. In addition, such Non-Fiat Members shall promptly furnish Fiat with any other information related to the proposed Transfer and transferee that Fiat may reasonably request. Fiat shall make any determination required of it under clause (b)(i) or (d) of this Section 13.1 no later than the second Business Day prior to the proposed Transfer date. (j) No Person, including the Trust established pursuant to Section 13.1(d)(ii)(A)(4) or the Voting Trust established pursuant to Section 13.1(d)(ii)(B)(3) or the trustees or beneficiaries of such trusts, shall have the right to receive the Excess Membership Interests or the Excess Voting Interests, as applicable, unless the provisions of Section 13.1(d)(ii) are in effect and nothing shall prevent the amendment of Section 13.1(d)(ii) in accordance with Section 5.8.

Restrictions on Transfer of Membership Interests. (a) No Member may Transfer its Membership Interests except as expressly permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party transferee of the Membership InterestsInterests (other than third party transferees of the Membership Interests who receive such Membership Interests in a public offering in connection with the exercise of registration rights pursuant to Section 13.1(b)(ii)), and any such transferee must agree in writing to be bound by these provisions. Any purported Transfer that violates this Agreement or any restrictive legend on the certificates representing any of the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer. (b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Agreement, including Section 13.1(c) to (h), if applicable: (i) Each of the US Treasury and Canada may Transfer its Membership Interests if, subject to the Transfer Notice Proceduresterms of Section 13.1(d), (f), (g), (h) and (i) if Fiat reasonably determines that the proposed transferee is not a Competitor, or an Affiliate of a Competitor, of Fiat. (ii) Any Member may Transfer its Membership Interests pursuant to Section 14.1 or Section 14.414.4 or the exercise of registration rights under the Shareholder Agreement. (iii) Any Member may Transfer its Membership Interests (or any option to acquire such Member Interests) to any Controlled Affiliate of such Member without complying with any other provisions of this Article XIII. (iv) Prior to the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests if (x) the Transfer complies with Section 13.3 and (y) Fiat obtains the prior written consent of the US Treasury or Export Development Canada (without regard to whether there has occurred a Fiat Termination). (v) On or after the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests to any Person if the Transfer complies with Section 13.3. (vi) A Non-Fiat Member may Transfer its Membership Interests from and after the second anniversary of the Closing Effective Date if the Transfer is in accordance with Section 13.2. (vii) If at any time after a Transfer of Membership Interests from a Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original transferring Member shall promptly notify the Company of the pending occurrence of such Unwinding Event; and (B) prior to such Unwinding Event, such Controlled Affiliate and such Member shall take all actions necessary to effect a Transfer of all the Membership Interests of the Company held by such Controlled Affiliate either back to such Member or, to the extent permitted by this Agreement, to another Person that qualifies as a Controlled Affiliate of such Member. (viii) The VEBA or its wholly owned subsidiaries (including VEBA Holdco) may Transfer its Membership Interest to (i) Fiat or any of its transferees pursuant to the Call Option Agreement or (ii) to US Treasury or any of its transferees pursuant to the Equity Recapture Agreement without complying with any other provisions of this Article XIII. (c) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(iii) and (viii), no Transfer of Membership Interests 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 Directors and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of ManagersDirectors), 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, or (iii) 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) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(iii) and (viii)), each Non-Fiat Member agrees that it will not Transfer any Membership Interests (or portion thereof) if Fiat reasonably determines that such Transfer would cause the Fiat Group to (i) have a Controlling Interest in the Company or any of its Subsidiaries or (ii) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (with respect to both (i) and (ii), disregarding the provisions of Section 13.1(d)(ii)). (i) The Company and its Subsidiaries agree to not take any action, including but not limited to any Transfer, which could cause the Fiat Group or the VEBA to (A) have a Controlling Interest in the Company or any of its Subsidiaries or (B) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA. (ii) Notwithstanding any provision of this Agreement (or any other agreement or arrangement) to the contrary, in the event that the Fiat Group acquires a Controlling Interest in the Company or any of its Subsidiaries or otherwise is treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (the maximum amount of Membership Interests which can be held by the Fiat Group without constituting such a Controlling Interest or being treated as such a “single employer” is referred to as the “Ownership Limit”), then: (A) to the extent the reason the Fiat Group exceeded the Ownership Limit was as a result of its ownership of Membership Interests or other economic rights, then: (1) the number of Class A Membership Interests subject to the Call Option pursuant to the Call Option Agreement between Fiat and UAW and the US Treasury shall automatically be reduced (but not below zero), as provided in Section 2.2(e) of the Call Option Agreement, by the minimum amount necessary for the Membership Interests held by the Fiat Group to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub- sub-paragraph (1) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (2) if the action taken pursuant to sub-paragraph (1) does not result in a reduction of the Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then the number of Class A Membership Interests subject to the Incremental Equity Call Option shall automatically be reduced (but not below zero) by the minimum amount necessary for the Membership Interests held by the Fiat Group (after taking into account any action taken pursuant to sub-paragraph (1)) to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub- sub-paragraph (2) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (3) if the actions taken pursuant to sub-paragraphs paragraphs (1) and (2) do not result in a reduction of the Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then the number of Class B Membership Interests issuable upon the occurrence of any Class B Event (or, - 42 - in the event that one or more Class B Events is not satisfied prior to the expiration of the Event Occurrence Period, the number of Class A Membership Interests subject to the Alternative Call Option) shall automatically be reduced on a pro rata basis (but not below zero) by the minimum amount necessary for the Membership Interests held by the Fiat Group (after taking into account any action taken pursuant to sub-paragraphs (1) and (2)) to be below the Ownership Limit, with no action required by the Fiat Group, the Company or any other party; provided that this sub-paragraph (3) shall only apply if such reduction would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; and (4) if the actions taken pursuant to sub-paragraphs (1), (2) and (3) do not result in a reduction of Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Ownership Limit after taking into account any action taken pursuant to sub-paragraphs (1), (2) and (3) (the “Excess Membership Interests”) shall be deemed to have been automatically transferred, with no action required by the Fiat Group, the Company or any other party, to a trust established for the purpose of holding the Excess Membership Interests (the “Trust”). From and after the Effective Date, the Company shall have established the Trust, which will be administered by an independent trustee, will be irrevocable, will be for the exclusive benefit of the beneficiary or beneficiaries selected at the time of establishment of the Trust and will be on such other terms which are satisfactory to Fiat in its sole discretion. Excess Membership Interests held in the Trust shall be entitled to the benefits to which any Member may be entitled as provided in this Agreement, shall retain full voting rights and shall otherwise be treated as Outstanding Membership Interests for all purposes; and (B) to the extent the reason the Fiat Group exceeded the Ownership Limit was on account of its voting power, then: (1) the right of any Independent Director(s) designated by Fiat to exercise any voting rights associated with the Membership Interests held by the VEBA Holdco shall be waived and the other Independent Directors shall proportionately vote the Membership Interests held by the VEBA Holdco; provided that this sub-paragraph (1) shall only apply if such action would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (2) if the action taken pursuant to sub-paragraph (1) does not result in a reduction of the voting power held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Ownership Limit after taking into account any action taken pursuant to sub-paragraph (1) (the “Excess Voting Interests”) shall be deemed to have been automatically placed, with no action required by the Fiat Group, the Company or any other party, in a voting trust (the “Voting Trust”); provided that this sub-paragraph (2) shall only apply if such action would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries. From and after the Effective Date, the Company shall have established the Voting Trust, which will be irrevocable and will be administered by an independent trustee (the “Voting Trust Trustee”) appointed by Fiat. Such Voting Trust Trustee shall hold all voting rights associated with such Membership Interests of the Company held in the Voting Trust and shall vote such Membership Interests proportionally in accordance with the votes of the other Members. Fiat shall be the exclusive beneficiary of the Voting Trust, and shall retain all economic rights of any Membership Interests placed in the Voting Trust. The number of Membership Interests held in the Voting Trust shall be automatically increased or decreased, with no action required by the Fiat Group, the Company or any other party, to reflect changes in the amount of the Excess Voting Interests and Fiat shall automatically accede to voting rights associated with Membership Interests previously held in the Voting Trust; and (3) if the actions taken pursuant to sub-paragraphs (A) and (B) do not result in a reduction of the voting power held by the Fiat Group to an amount below the Ownership Limit, then any Excess Voting Interests held by the Fiat Group after taking into account any action taken pursuant to sub-paragraphs (1) and (2) shall be deemed to have been automatically transferred, with no action required by the Fiat Group, the Company or any other party, to the Trust pursuant to Section 13.1(d)(ii)(A)(4). (e) Each Non-Fiat Member agrees that the provisions of Section 13.1(d)(ii) do not apply as a result of the Transactions contemplated by the Transaction Documents. (f) Notwithstanding any other provision of this ARTICLE XIII, each Member proposing to Surrender any Membership Interests shall deliver to Fiat a written notice of such proposed Surrender no later than 10 days prior to the consummation of such Surrender. The written notice must contain (i) the total number and class (if applicable) of the Membership Interests subject to the proposed Surrender, and (ii) the date such Surrender is expected to be consummated. Following the delivery of the written notice, the Member must promptly furnish Fiat with any other information related to the Surrender that Fiat reasonably requests. (g) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Sections 13.1(b)(iii) and (viii)), no Member may Transfer Membership Interests if such Member has breached this Agreement or the Shareholder Agreement and such breach is continuing. (h) Notwithstanding any other provisions of this ARTICLE XIII (except as expressly permitted by Sections 13.1(b)(iii) and (viii), no Transfer of any Membership Interest may be made unless the Tax Matters Member receives (which requirement may be waived by the Tax Matters Member in its reasonable discretion), not less than ten (10) Business Days prior to the date of any proposed Transfer, a written opinion of reputable counsel, satisfactory in form and substance to the Tax Matters Member, to the effect that such Transfer would not (i) result in the termination of the partnership under Section 708(b)(1)(B) of the Code (provided that this shall not apply to a Transfer of Membership Interests by VEBA to VEBA Holdco within 60 days of the Effective Date or pursuant to the Equity Recapture Agreement), or (ii) render the Company a publicly traded partnership under Sections 7704 or 469 of the Code (taking into account any other relevant Transfers) or otherwise cause the Company to lose its status as a partnership for Federal income tax purposes. (i) Except as permitted by Section 13.1(b)(iii) and (viii), each Non-Fiat Member seeking to Transfer any Membership Interests shall first give written notice of such proposed Transfer to Fiat no later than 10 Business Days prior to the consummation of such Transfer. The written notice shall set forth (A) the number and type of Membership Interests of the Company subject to the proposed Transfer, (B) the date such Transfer is expected to be consummated and (C) the identity of the proposed transferee. In addition, such Non-Fiat Members shall promptly furnish Fiat with any other information related to the proposed Transfer and transferee that Fiat may reasonably request. Fiat shall make any determination required of it under clause (b)(i) or (d) of this Section 13.1 no later than the second Business Day prior to the proposed Transfer date. (j) No Person, including the Trust established pursuant to Section 13.1(d)(ii)(A)(4) or the Voting Trust established pursuant to Section 13.1(d)(ii)(B)(3) or the trustees or beneficiaries of such trusts, shall have the right to receive the Excess Membership Interests or the Excess Voting Interests, as applicable, unless the provisions of Section 13.1(d)(ii) are in effect and nothing shall prevent the amendment of Section 13.1(d)(ii) in accordance with Section 5.8.