Definitions. As used in this Agreement, the following terms have the meanings set forth below:

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (iv) above and:

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, judicial manager or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (iv) above);

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 60 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (i) to (viii) (inclusive); or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence, in any of the foregoing acts.

Master Agreement. This Agreement is a master agreement governing all Confirmations entered into from time to time. Each Confirmation incorporates the terms of this Agreement and gives rise to a separate Irrevocable Independent Payment Undertaking, and all Confirmations together with this Agreement constitute a single contractual framework between GM and Procura.

Confirmations. GM shall from time to time execute and deliver to Procura Confirmations with respect to aggregate Prepayment Amounts; provided that no more than one (1) Confirmation may be issued per calendar week. GM’s Irrevocable Independent Payment Undertaking in respect of the applicable Confirmation shall be effective and enforceable in accordance with its terms on the date of issuance thereof. For the avoidance of doubt, GM’s obligation to pay under each Confirmation is independent of, and not conditioned upon, Procura’s performance of any obligation under the Paying Agency Agreement or any other related agreement with Procura. Notwithstanding that a Confirmation is effective and enforceable on the date of issuance, Interest in respect of such Confirmation shall accrue only from (and including) the date on which such Confirmation is sold to the Assignee, as provided in the definition of “Interest” and in the applicable Confirmation.

Confirmations Revocable. Each Confirmation may be revoked by GM at any time prior to the Assignee’s submission of a wire of the Principal Amount to the Seller Account, by written notice to the Assignee. The Assignee must receive and acknowledge such written revocation for the Confirmation to be deemed revoked and following the Assignee’s submission of a wire of the Principal Amount to the Seller Account, each Confirmation shall become effective and be irrevocable.

Acknowledgment of Obligations. GM acknowledges and confirms, with respect to each Confirmation, the existence and amount of the applicable Irrevocable Independent Payment Undertaking. GM confirms that each Irrevocable Independent Payment Undertaking is the legal, valid, binding and enforceable obligation of GM in accordance with its terms, except to the extent of any fraud by a Purchaser as narrowly construed consistent with Section 5-109 of the New York UCC, solely with respect to such Purchaser, with GM bearing the burden of proof.

Irrevocable and Unconditional Payment Undertaking. GM irrevocably and unconditionally undertakes to pay on the applicable Due Date, the applicable Principal Amount plus Interest in respect of each Confirmation that, for the avoidance of doubt, has become effective in accordance with the definition of “Confirmation”, without set-off, counterclaim, defense, deduction, withholding or condition of any kind. GM’s obligation under each Irrevocable Independent Payment Undertaking constitutes a primary obligation of GM, independent of and not ancillary or secondary to any obligation of Procura or any Vendor under the Paying Agency Agreement, any Vendor Contract or any other agreement. GM’s obligations under each Irrevocable Independent Payment Undertaking shall be absolute and unconditional and shall not be reduced, adjusted, discharged, excused, delayed or otherwise affected by any of the following:

(i) any failure of performance or breach of any obligation, delay, misapplication or misappropriation by Procura under the Paying Agency Agreement, or any Vendor, or (ii) any dispute, invalidity, unenforceability, avoidance, subordination, disaffirmance, amendment, termination or discharge relating to any Vendor Contract, the Paying Agency Agreement, the Operating Procedures, any invoice or other underlying transaction;

any failure or refusal of any Vendor to deliver, ship or supply, or any delay in or issue relating to the delivery, shipment or supply of, any inventory to GM, or any issue related to GM’s receipt, acceptance or taking of possession of any inventory, in whole or in part, and irrespective of whether GM ever receives or accepts such inventory or goods, and irrespective of any suitability, quality, damage, defect, warranty claims, return rights, non-conformity or non-delivery of inventory or goods;

any risk of double payment or any claim by any creditor, secured party, trustee, receiver, insolvency representative or similar person (including any that claims a superior or senior interest in such proceeds), except with respect to any creditor, secured party, judgment creditor, trustee, receiver, insolvency representative or similar person of the Administrative Agent or any Purchaser seeking payment in respect of obligations owed to it by the Administrative Agent or any Purchaser;

any bankruptcy, insolvency, composition, adjustment, dissolution, liquidation or other like proceeding of Procura or any Vendor or any other person, including any automatic stay or other enforcement impediment;

whether or not GM ultimately uses the goods; or

any failure to perfect or maintain any transfer or security interest, or any law, regulation, order, impossibility, impracticability, illegality, force majeure or act of government or other legal or equitable circumstance.

Waiver of Suretyship Defenses. To the extent that GM may be deemed to be a surety, guarantor or other secondary obligor in respect of any Payment Obligation, GM irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each and every defense, right, claim or benefit available to a surety, guarantor or secondary obligor, including any defense or right arising from (a) any release, settlement, compromise, amendment, waiver, modification, extension or renewal of any Vendor Contract, the Paying Agency Agreement, any Confirmation or any other related agreement; (b) the substitution, release or discharge of any other Affiliate or obligor; (c) any failure to give notice of acceptance, demand, presentment, protest, dishonor, default or any other notice whatsoever; (d) any requirement that Procura or the Assignee first proceed against, exhaust any remedy against, or marshal any assets of, any other person; (e) the manner or order of application of any payments; or (f) any other act, omission or circumstance that might otherwise constitute a legal or equitable discharge of, or defense available to, a surety, guarantor or secondary obligor. GM agrees that its obligations in respect of each Payment Obligation are those of a primary obligor and not merely those of a surety, and shall remain in full force and effect notwithstanding any of the foregoing.

Representations, Warranties, Covenants and Conditions Precedent.

GM on the date hereof, and on the date of each Confirmation represents and warrants that (i) it is in compliance with the representations and warranties and covenants in the Credit Agreement, and (ii) it is in compliance with the representations, warranties and covenants set forth in Schedule 1 (Sanctions, Anti-Money Laundering and Anti-Corruption).

As a condition precedent to this Agreement, on or before the date of this Agreement, GM shall have delivered to Procura and Assignee (i) an opinion of counsel to GM, in form and substance satisfactory to Procura and Assignee covering with respect to GM, corporate, enforceability and no-conflict with law or material agreements matters and (ii) an officer’s certificate for GM attaching its articles of incorporation, operating agreement, resolutions and an incumbency.

GM shall provide to Procura and the Assignee an Inventory Consumption Notice on or before the fifteenth (15th) Business Day of the calendar month immediately following the calendar month in which the applicable consumption occurred (such immediately preceding calendar month, the “Consumption Period”), setting forth all consumptions that occurred during such Consumption Period with respect to the applicable Confirmation.

Payment Mechanics. GM shall make each payment of the applicable Principal Amount plus Interest, in accordance with the terms hereof, to the Collection Account maintained with the Assignee or to such other account as the Assignee may notify to GM in writing. All Payment Obligations under this Agreement and each Confirmation shall be paid solely to the Collection Account and prior to any such payment, GM shall submit a completed Repayment Notice to the Assignee. Payment made to any party or account other than the Collection Account (or as otherwise directed in writing by the Assignee) shall not discharge GM’s obligation to make payment in respect of the applicable Irrevocable and Independent Payment Undertaking. For the avoidance of doubt, any failure to deliver any Repayment Notice shall not be considered a breach or default of this Agreement.

Acceleration of Payment Obligations. Upon the occurrence of any of the following events (each an “Acceleration Event”), the Acceleration Date shall be deemed to have occurred and all Principal Amounts and accrued and unpaid Interest under all Confirmations shall become immediately due and payable:

GM fails to pay any Principal Amount or Interest when due with respect to any Confirmation and such failure continues unremedied for five (5) Business Days from the earlier of a GM Responsible Officer’s actual knowledge thereof or receipt of written notice thereof;

GM breaches any representation or warranty or covenant hereunder (including any representation, warranty or covenant set forth in Schedule 1) and such breach remains unremedied for thirty (30) days from the earlier of a GM Responsible Officer’s actual knowledge thereof or receipt of written notice thereof;

An Insolvency Event occurs with respect to GM; or

(i) GM shall fail to pay any principal of or premium or interest on the Credit Agreement or any other material financing facility with funding limit and/or outstanding principal amount of $1 billion or more (any such material financing, each a “Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt (whether or not waived, amended, supplemented or modified by the parties to any such agreement); or

No Amendment; Controlling Agreement. Each of GM and Procura agrees that they will not, without the prior written consent of the Assignee, amend this Agreement or any Confirmation and no amendment hereto or to any Confirmation shall be effective unless in writing and signed by each of the parties hereto and acknowledged by the Assignee. Notwithstanding any Vendor Contract or any other agreement, this Agreement and the applicable Confirmation control in the event of any conflicting provisions.

Relationship Among Confirmations. The invalidity, unenforceability, avoidance, subordination, disaffirmance, amendment, termination or discharge of any Vendor Contract, Confirmation or Irrevocable Independent Payment Undertaking shall not affect GM’s obligations under any other Confirmation or Irrevocable Independent Payment Undertaking, each of which shall remain separately enforceable in accordance with its terms.

Acknowledgement of Assignment. GM hereby confirms and acknowledges that:

Procura shall assign all of its rights and benefits under this Agreement and any Confirmation to Assignee and Assignee shall be entitled to enforce the assigned rights directly against GM;

GM has not and will not agree to make payment with respect to any Confirmation to any account other than the Collection Account;

Payment to any party other than Assignee (or its nominee) shall not be deemed to discharge GM’s obligation to make payments in respect of the Confirmation;

GM will not, without the prior written consent of the Assignee, agree to amend this Agreement or any Confirmation; provided, that notwithstanding the foregoing, GM shall be entitled to revoke a Confirmation in accordance with Section 4.

GM will irrevocably and unconditionally pay the full and complete amount due under each Confirmation and shall not for any reason (including, but not limited to, dispute, default, lack of suitability, damage, defect or any other circumstances related to fitness for use or purpose or otherwise) reduce or adjust the Principal Amount due under any Confirmation other than fraud of Purchasers narrowly construed consistent with Section 5-109 of the New York UCC, solely with respect to such Purchaser and with GM bearing the burden of proof;

GM shall make payment with respect to each Confirmation to the Collection Account without set off, counterclaim, withholding or deduction of any kind;

Assignee is an express third-party beneficiary, with respect to all rights and benefits of Procura under this Agreement and each Confirmation, but none of the obligations;

GM shall, and is hereby obligated, to make such full and complete payment of the Principal Amount and all accrued Interest to the Assignee immediately when due in accordance with the terms hereof regardless of any event where any other creditor or secured party (including any judgment creditor, bankruptcy trustee, receiver or analogous officer) of Procura (in a bankruptcy or insolvency of Procura) claims or is determined to have a superior or senior interest in such payment than the Assignee and, as a result, GM is required to pay the Principal Amount and applicable Interest to such superior or senior interested party and the Assignee.

GM’s obligations hereunder and in respect of the Payment Obligations shall not be limited if the Assignee is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the U.S. Bankruptcy Code in connection with any Insolvency Event of Procura) from enforcing or exercising any right or remedy with respect to the Payment Obligations.

Costs and Expenses; Indemnification. GM shall reimburse each of Procura, the Purchasers and the Assignee for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees and expenses) that Procura, the Purchasers or the Assignee incurs in connection with the preparation and negotiation of this Agreement, each Confirmation and the Master Receivables Purchase Agreement. In addition, GM shall reimburse each of Procura, the Purchasers and the Assignee for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees and expenses) that Procura, any Purchaser or the Assignee incurs in connection with any amendments to this Agreement, any Confirmation and the Master Receivables Purchase Agreement to the extent such amendment has been approved by GM, the granting of any waivers thereunder and the enforcement thereof. Without limiting the foregoing, GM hereby agrees to indemnify and hold harmless each of Procura, each Purchaser and the Assignee from and against any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) (“Losses”) incurred by, or asserted against, Procura, any Purchaser or the Assignee arising out of or in connection with this Agreement, any Confirmation, the Master Receivables Purchase Agreement or the transactions contemplated hereby or thereby, including the preparation, negotiation, amendment, and enforcement thereof other than Losses suffered by any of Procura, any Purchaser or the Assignee resulting from its respective gross negligence or willful misconduct.

Gross Up.

All payments by GM to or for the benefit of a Recipient under this Agreement and each Confirmation shall be made free and clear of, and without deduction or withholding for, any present or future taxes, withholdings or other deductions whatsoever, except as required by applicable law.

If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such tax is an Indemnified Tax, then the sum payable by GM shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 15(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.GM shall timely pay to the relevant governmental authority in accordance with applicable law any Other Taxes.

GM shall indemnify and hold the Assignee and each Purchaser harmless from and against, any Indemnified Taxes paid by such Recipient and costs, expenses and reasonable and documented counsel fees in defending against the same, whether arising by reason of the acts to be performed by GM under this Agreement or otherwise, other than amounts suffered by the Assignee or any Purchaser resulting from its respective gross negligence or willful misconduct.

If any such taxes are required to be paid by GM to a governmental authority pursuant to this Section 15, GM shall pay such tax in accordance with applicable law and shall as soon as reasonably practicable send evidence reasonably acceptable to the Assignee confirming the payment of any such taxes.

Each Purchaser shall deliver to GM and the Assignee, on or about the date on which such Purchaser becomes a Purchaser (and from time to time thereafter upon the reasonable request of GM or the Assignee), whichever of the following is applicable, demonstrating, to the extent legally entitled to do so, an exemption from, or a reduction in the rate of, U.S. federal income tax withholding: a duly completed and properly executed copy of IRS Form W-9, an IRS Form W-8ECI, an IRS Form W-8BEN-E (demonstrating treaty eligibility, to the extent legally entitled to do so), or a W-8IMY with all required attachments (including any W-9s or W-8s from the beneficial owners).

On or prior to the date on which Procura becomes a party under this Agreement, Procura shall deliver executed copies of IRS Form W-9 certifying that Procura is exempt from U.S. federal backup withholding tax.

On or prior to the date the Assignee becomes a party under this Agreement or the Master Purchase Agreement, the Assignee shall deliver executed copies of IRS Form W-9 certifying that the Assignee is exempt from U.S. federal backup withholding tax.

Each Purchaser, Procura, and the Assignee agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify GM and the Assignee in writing of its legal inability to do so.

Increased Costs.

If any Regulatory Change (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Assignee or any Purchaser, (ii) shall impose on the Assignee or any Purchaser any other condition, cost or expense (other than taxes) affecting this Agreement, any Confirmation or the Assignee’s or any Purchaser’s interest in the Purchased Receivables (as defined in the Master Receivables Purchase Agreement), or (iii) shall subject the Assignee or any Purchaser to any tax (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to the Assignee or any Purchaser of maintaining its interests under this Agreement and any Confirmation, or to reduce the amount of any sum received or receivable by the Assignee or any Purchaser hereunder or under any Confirmation, then reasonably promptly following demand of the Assignee or such Purchaser (with a copy to GM and the GM Agent), GM shall pay to the Assignee or such Purchaser, as the case may be, such additional amount or amounts as will compensate the Assignee or such Purchaser, as the case may be, for such additional costs incurred or reduction suffered.

If the Assignee or any Purchaser determines that any Regulatory Change regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on the Assignee’s or such Purchaser’s capital or on the capital of the Assignee’s or such Purchaser’s holding company, if any, as a consequence of this Agreement, any Confirmation or the transactions contemplated hereby or thereby, to a level below that which the Assignee or such Purchaser or the Assignee’s or such Purchaser’s holding company could have achieved but for such Regulatory Change (taking into consideration the Assignee’s or such Purchaser’s policies and the policies of the Assignee’s or such Purchaser’s holding company with respect to capital adequacy or liquidity), then from time to time upon demand of the Assignee or such Purchaser (with a copy to GM and the GM Agent), GM shall pay to the Assignee or such Purchaser, as the case may be, such additional amount or amounts as will compensate the Assignee or such Purchaser or the Assignee’s or such Purchaser’s holding company for any such reduction suffered.

A certificate of the Assignee or a Purchaser setting forth the amount or amounts necessary to compensate the Assignee or such Purchaser or the Assignee’s or such Purchaser’s holding company, as applicable, as specified in paragraph (a) or (b) of this Section 16, and delivered to GM and the GM Agent, shall be conclusive absent manifest error. GM shall pay the Assignee or such Purchaser, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

GM shall not be required to compensate the Assignee or such Purchaser pursuant to this Section 16 for any increased costs incurred or reductions suffered more than nine months prior to the date that the Assignee or such Purchaser, as the case may be, notifies GM of the Regulatory Change giving rise to such increased costs or reductions, and of such Assignee’s or Purchaser’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

For purposes of this Section 16, “Regulatory Change” means, with respect to any person, (i) any change in (or the adoption, implementation, administration, change in phase-in or interpretation or commencement of effectiveness of) any (A) applicable law with respect to such person, (B) regulation, interpretation, directive, requirement or request (whether or not having the force of law) applicable to such person of (x) any governmental authority charged with the interpretation or administration of any applicable law referred to in clause (A) above, or (y) any fiscal, monetary or other authority having jurisdiction over such person, or (C) Generally Accepted Accounting Principles or regulatory accounting principles applicable to such person and affecting the application to such person of any applicable law, regulation, interpretation, directive, requirement or request referred to in clauses (A) or (B) above; or (ii) any change in the application to such person of any existing applicable law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (i) above.

Term; Survival. This Agreement shall terminate automatically on the same date on which the Paying Agency Agreement is terminated, provided that the Assignee must be notified in writing prior to such termination. Termination shall not affect any Confirmation executed before the effective date of termination or any Irrevocable Independent Payment Undertaking outstanding on such date, each of which shall continue until indefeasibly paid in full.

Governing Law. This Agreement, each Confirmation and any non-contractual obligations arising out of or in connection with this Agreement or any Confirmation are governed by, and shall be construed in accordance with, the laws of the State of New York. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States sitting in the Borough of Manhattan, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any Confirmation, or for recognition or enforcement of any judgment. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any Confirmation in any New York State or federal court located in the Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Any signature (including, without limitation, (x) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record and (y) any facsimile or .pdf signature) hereto, or any certificate, agreement or document related to this transaction, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.

Agent. The parties hereto acknowledge and agree that GM Agent acts solely as agent for and on behalf of GM under this Agreement, any Vendor Contract and the Paying Agency Agreement, and not in any other capacity, including not as principal.

Attach Excel spreadsheet.