Common use of Contractual Framework Clause in Contracts

Contractual Framework. (a) This Agreement establishes the contractual framework for dealings between Chrysler and SCUSA related to Consumer Financing, Dealer Financing and Remarketing (individually and collectively “Dealings”). *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (b) Nothing in this Agreement precludes SCUSA from providing or continuing to provide, subject to, among other provisions of this Agreement, SCUSA’s obligations under Section 13.01 of this Agreement, any financial services to OEMs other than Chrysler or to dealers other than Chrysler Dealers, or from providing or, subject to any express provisions of this Agreement, continuing to provide insurance, mortgage, banking, or other non-automotive financial services. (c) The specific terms and conditions related to individual Dealings that are not captured by this Agreement, or as to which the Parties mutually agree to provide for more specific terms as to a specific transaction, series of transactions, or type of transaction, will be the subject of separate agreements (each an “Implementing Agreement”), and unless SCUSA and Chrysler specifically agree otherwise, including in such Implementing Agreement, this Agreement shall control to the extent of any direct conflict between this Agreement and any such Implementing Agreement. (d) Chrysler and SCUSA shall reasonably cooperate with one another and shall each assist the other in good faith in carrying out the other’s obligations under this Agreement and will execute and deliver all documents and instruments reasonably necessary and appropriate to do so. (e) The Financing Services under this agreement will be the sole and exclusive financing services provided by SCUSA to Chrysler customers and Chrysler dealers unless otherwise agreed by Chrysler in writing. This provision is not intended to limit Chrysler customer or Chrysler Dealer financing options solely to this Agreement. (f) The terms of this Agreement are intended to preserve the customer loyalty and dealer support benefits that have historically accrued to Chrysler as a manufacturer with an exclusive financing affiliate while at the same time assuring that SCUSA receives a competitive level of return. SCUSA recognizes Chrysler’s desire to grow its automotive business and will use all commercially reasonable efforts to support Chrysler in that effort.

Contractual Framework. (a) This Agreement establishes the contractual framework for dealings between Chrysler and SCUSA related to Consumer Financing, Dealer Financing and Remarketing (individually and collectively “Dealings”). *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (b) Nothing in this Agreement precludes SCUSA from providing or continuing to provide, subject to, among other provisions of this Agreement, SCUSA’s obligations under Section 13.01 of this Agreement, any financial services to OEMs other than Chrysler or to dealers other than Chrysler Dealers, or from providing or, subject to any express provisions of this Agreement, continuing to provide insurance, mortgage, banking, or other non-automotive financial services. (c) The specific terms and conditions related to individual Dealings that are not captured by this Agreement, or as to which the Parties mutually agree to provide for more specific terms as to a specific transaction, series of transactions, or type of transaction, will be the subject of separate agreements (each an “Implementing Agreement”), and unless SCUSA and Chrysler specifically agree otherwise, including in such Implementing Agreement, this Agreement shall control to the extent of any direct conflict between this Agreement and any such Implementing Agreement.. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. MASTER PRIVATE LABEL FINANCING AGREEMENT (d) Chrysler and SCUSA shall reasonably cooperate with one another and shall each assist the other in good faith in carrying out the other’s obligations under this Agreement and will execute and deliver all documents and instruments reasonably necessary and appropriate to do so. (e) The Financing Services under this agreement will be the sole and exclusive financing services provided by SCUSA to Chrysler customers and Chrysler dealers unless otherwise agreed by Chrysler in writing. This provision is not intended to limit Chrysler customer or Chrysler Dealer financing options solely to this Agreement. (f) The terms of this Agreement are intended to preserve the customer loyalty and dealer support benefits that have historically accrued to Chrysler as a manufacturer with an exclusive financing affiliate while at the same time assuring that SCUSA receives a competitive level of return. SCUSA recognizes Chrysler’s desire to grow its automotive business and will use all commercially reasonable efforts to support Chrysler in that effort.