Common use of Contractual Framework Clause in Contracts

Contractual Framework. (a) This Agreement establishes the contractual framework for dealings between Chrysler and Ally in the United States, including Puerto Rico on a best efforts basis, related to Consumer Financing, Dealer Financing, Remarketing, and Insurance (individually and collectively “Dealings”). (b) From time to time, at Chrysler’s option and upon reasonable advance notice to Ally, Chrysler may designate as “Chrysler Products” any motor vehicles sold under a brand of Fiat Group Automobiles S.p.A. and distributed through Chrysler Dealers, in which case this Agreement will apply to such vehicles. (c) Each party will each use commercially reasonable efforts to cause its respective Subsidiaries in the United States, Canada, Mexico, as applicable, to agree to be bound by the terms of this Agreement to their dealings by executing one or more Opt-in Agreements in substantially the form attached to this Agreement as Exhibit A. (i) Upon execution of an Opt-in Agreement, the Subsidiary accedes to the rights, benefits and obligations of this Agreement, with those specific modifications, exceptions or additions set forth in a particular Opt-in Letter as necessary or appropriate to reflect operating and financing conditions in the relevant local market. (ii) If a Subsidiary ceases to be a Subsidiary of a party, then the other party may terminate all rights and obligations with respect to that former Subsidiary effective on 60 days’ prior notice. (iii) The parties may from time to time agree on the inclusion of their respective Subsidiaries in additional markets into this Agreement, the inclusion of which will be evidenced by the execution and delivery by such Subsidiaries of additional Opt-in Agreements. (d) Nothing in this Agreement precludes Ally from providing or continuing to provide any financial services to OEMs other than Chrysler or dealers other than Chrysler Dealers, or from providing or continuing to provide insurance, mortgage, banking, or other non-automotive financial services. (e) The specific terms and conditions related to individual Dealings in the United States 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 Ally and Chrysler specifically agree otherwise, including in such Implementing Agreement, this Agreement controls to the extent of any direct conflict between this Agreement and any such Implementing Agreement. (f) Chrysler and Ally will reasonably cooperate with one another and assist the other in carrying out the other’s obligations under this Agreement and will execute and deliver documents and instruments reasonably necessary and appropriate to do so. (g) The terms of this Agreement are intended to preserve the customer loyalty and dealer support benefits that would accrue to Chrysler as an OEM with an exclusive financing affiliate, while at the same time assuring that Ally receives a competitive level of return. (h) Ally recognizes Chrysler’s desire to grow its automotive business and will continue to support Chrysler in that effort to the extent that it is consistent with Ally’s business interests. (i) [***]. [***]. *** 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.

Contractual Framework. (a) This Agreement establishes the contractual framework for dealings between Chrysler and Ally in the United States, including Puerto Rico on a best efforts basis, related to Consumer Financing, Dealer Financing, Remarketing, and Insurance (individually and collectively “Dealings”). (b) From time to time, at Chrysler’s option and upon reasonable advance notice to Ally, Chrysler may designate as “Chrysler Products” any motor vehicles sold under a brand of Fiat Group Automobiles S.p.A. and distributed through Chrysler Dealers, in which case this Agreement will apply to such vehicles. (c) Each party will each use commercially reasonable efforts to cause its respective Subsidiaries in the United States, Canada, Mexico, as applicable, to agree to be bound by the terms of this Agreement to their dealings by executing one or more Opt-in Agreements in substantially the form attached to this Agreement as Exhibit A. (i) Upon execution of an Opt-in Agreement, the Subsidiary accedes to the rights, benefits and obligations of this Agreement, with those specific modifications, exceptions or additions set forth in a particular Opt-in Letter as necessary or appropriate to reflect operating and financing conditions in the relevant local market. (ii) If a Subsidiary ceases to be a Subsidiary of a party, then the other party may terminate all rights and obligations with respect to that former Subsidiary effective on 60 days’ prior notice. (iii) The parties may from time to time agree on the inclusion of their respective Subsidiaries in additional markets into this Agreement, the inclusion of which will be evidenced by the execution and delivery by such Subsidiaries of additional Opt-in Agreements. (d) Nothing in this Agreement precludes Ally from providing or continuing to provide any financial services to OEMs other than Chrysler or dealers other than Chrysler Dealers, or from providing or continuing to provide insurance, mortgage, banking, or other non-automotive financial services. (e) The specific terms and conditions related to individual Dealings in the United States 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 Ally and Chrysler specifically agree otherwise, including in such Implementing Agreement, this Agreement controls to the extent of any direct conflict between this Agreement and any such Implementing Agreement. (f) Chrysler and Ally will reasonably cooperate with one another and assist the other in carrying out the other’s obligations under this Agreement and will execute and deliver documents and instruments reasonably necessary and appropriate to do so. (g) The terms of this Agreement are intended to preserve the customer loyalty and dealer support benefits that would accrue to Chrysler as an OEM with an exclusive financing affiliate, while at the same time assuring that Ally receives a competitive level of return. (h) Ally recognizes Chrysler’s desire to grow its automotive business and will continue to support Chrysler in that effort to the extent that it is consistent with Ally’s business interests. (i) [***]. [***]. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. CONFIDENTIAL TREATMENT [***] indicates Indicates that text has been omitted and which is the subject of a confidential treatment request.. This text has been separately filed with the Securities and Exchange Commission