Common use of Activities of the Parent Clause in Contracts

Activities of the Parent. Without limiting the effect of any provision contained in this Article VIII and notwithstanding any implication to the contrary hereunder, the Parent will not engage in any business activity other than (i) its ownership of all the shares of Capital Stock of the Subsidiary Borrowers, RCFC, Dollar Thrifty Funding and any other Person that may become a direct Subsidiary of the Parent in accordance with the provisions hereof to the extent such Person does not conduct a business activity which is one of the principal business activities conducted by Dollar or Thrifty on the date hereof, (ii) its compliance with the obligations applicable to it under the Loan Documents, the Chrysler Credit Support Documents, the MTN Program Documents and the CP Program Documents and (iii) the execution and delivery of guaranties of (A) obligations of Subsidiary Borrowers or Subsidiary Guarantors in respect of the leasing by such Obligors of real or personal property under arrangements which would not, under GAAP, be classified as capitalized leases and (B) other obligations of such Obligors in an aggregate amount not exceeding $20,000,000 at any time. Without limiting the generality of the immediately preceding sentence, the Parent will not (a) create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under this Agreement or any other Loan Document, any Chrysler Credit Support Document, any such guaranty any Demand Capitalization Note, any intercompany Indebtedness pursuant to clause (o) of Section 8.2.2 or any Subordinated Debt pursuant to clause (u) of Section 8.2.2), (b) create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents, the Chrysler Credit Support Documents or any intercompany Indebtedness described in clause (i) of Section 8.2.3), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), or consolidate or amalgamate with or merge into or with any other Person, or convey, sell, transfer, lease or otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (d) create, incur, assume or suffer to exist any Investment in any Person other than (i) as provided in clause (a), (b), (g) or (j) of Section 8.2.5 and (ii) in respect of any additional equity Investments in a Subsidiary Borrower or any Subsidiary Guarantor or (e) permit to be taken any action that would result in a Change in Control. The Parent agrees not to commence or cause the commencement of any of the actions described in clause (b), (c) or (d) of Section 9.1.9 of this Agreement with respect to any of its Subsidiaries. -101- 110 ARTICLE IX

Activities of the Parent. Without limiting the effect of any provision contained in this Article VIII and notwithstanding any implication to the contrary hereunderVIII, the Parent will not engage in any business activity other than (i) its continuing ownership of all the shares of Capital Stock of the Subsidiary Borrowers, RCFC, Dollar Thrifty Funding Borrower and any other Person that may become a direct Subsidiary of the Parent in accordance with the provisions hereof to the extent such Person does not conduct a business activity which is one of the principal business activities conducted by Dollar or Thrifty on the date hereof, (ii) its compliance with the obligations applicable to it under the Loan Documents, the Chrysler Credit Support Documents, the MTN Program Documents and the CP Program Documents and (iii) the execution and delivery of guaranties of (A) obligations of Subsidiary Borrowers or Subsidiary Guarantors in respect of the leasing by such Obligors of real or personal property under arrangements which would not, under GAAP, be classified as capitalized leases and (B) other obligations of such Obligors in an aggregate amount not exceeding $20,000,000 at any timeBase Indenture. Without limiting the generality of the immediately preceding sentence, the Parent will not (a) create, incur, assume or suffer to exist any Indebtedness (other than (i) Indebtedness under this Agreement in respect of the guaranty contained in Article X, (ii) Indebtedness evidenced by the Series A Notes or any other Loan Document, any Chrysler Credit Support Document, any such guaranty any Demand Capitalization Note, any intercompany the Series B Notes and (iii) Indebtedness pursuant to of the Parent consisting of the Contingent Liabilities described in clause (o) of Section 8.2.2 or any Subordinated Debt pursuant to clause (ut) of Section 8.2.2), (b) create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents, the Chrysler Credit Support Documents or any intercompany Indebtedness described in clause (i) of Section 8.2.3), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), or consolidate or amalgamate with or merge into or with any other Person, or convey, sell, transfer, lease or otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (d) create, incur, assume or suffer to exist any Investment in any Person other than (i) as provided in clause (a), (b), (g) or (j) of Section 8.2.5 and (ii) in respect of any additional equity Investments in a Subsidiary the Borrower or any Subsidiary Guarantor or (e) permit to be taken any action that would result in a Change in Control. The Parent agrees not to commence or cause the commencement of any of the actions described in clause (b), (c) or (d) of Section 9.1.9 of this Agreement with respect to any of its Subsidiaries. -101- 110 ARTICLE IX.

Activities of the Parent. Without limiting the effect of any provision contained in this Article VIII and notwithstanding any implication to the contrary hereunder, the Parent will not engage in any business activity other than (i) its ownership of all the shares of Capital Stock of the Subsidiary BorrowersOperations, Thrifty Holdco, RCFC, Dollar Thrifty Funding Funding, Dollar and any other Person that may become a direct Subsidiary of the Parent in accordance with the provisions hereof to the extent such Person does not conduct a business activity which is one of the principal business activities conducted by Operations, Thrifty or Dollar or Thrifty on the date hereof, hereof and (ii) its compliance with the obligations applicable to it under the Loan Documents, the Chrysler Credit Support MTN Program Documents, the MTN Conduit Program Documents and the CP Program Documents and (iii) the execution and delivery of guaranties of (A) obligations of Subsidiary Borrowers or Subsidiary Guarantors in respect of the leasing by such Obligors of real or personal property under arrangements which would not, under GAAP, be classified as capitalized leases and (B) other obligations of such Obligors in an aggregate amount not exceeding $20,000,000 at any timeDocuments. Without limiting the generality of the immediately preceding sentence, the Parent will not (a) create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under this Agreement or any other Loan Document, any Chrysler Credit Support Document, any such guaranty any Demand Capitalization Note, any guaranty of Vehicle Debt (or Non-Vehicle Debt which is Non-Vehicle Debt solely as a result of the operation of clause (c) of the definition thereof incurred by a Subsidiary Borrower), any intercompany Indebtedness pursuant to clause (o) of Section 8.2.2 or any Subordinated Debt pursuant to clause (u) of Section 8.2.2), (b) create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents, the Chrysler Credit Support Documents or any intercompany Indebtedness described in clause (i) of Section 8.2.3), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), or consolidate or amalgamate with or merge into or with any other Person, or convey, sell, transfer, lease or otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (d) create, incur, assume or suffer to exist any Investment in any Person other than (i) as provided in clause (a), (b), (g), (h) or (j) of Section 8.2.5 and (ii) in respect of any additional equity Investments in a Subsidiary Borrower or any Subsidiary Guarantor or (e) permit to be taken any action that would result in a Change in Control. The Parent agrees not to commence or cause the commencement of any of the actions described in clause (b), (c) or (d) of Section 9.1.9 of this Agreement with respect to any of its Subsidiaries. -101- 110 ARTICLE IX.

Activities of the Parent. Without limiting the effect of any provision contained in this Article VIII and notwithstanding any implication to the contrary hereunder, the Parent will not engage in any business activity other than (i) its ownership of all the shares of Capital Stock of the Subsidiary Borrowers, RCFC, Dollar Thrifty Funding and any other Person that may become a direct Subsidiary of the Parent in accordance with the provisions hereof to the extent such Person does not conduct a business activity which is one of the principal business activities conducted by Operations, Thrifty or New Dollar or Thrifty on the date hereof, hereof and (ii) its compliance with the obligations applicable to it under the Loan Documents, the Chrysler Credit Support Documents, the MTN Program Documents and the CP Program Documents and (iii) the execution and delivery of guaranties of (A) obligations of Subsidiary Borrowers or Subsidiary Guarantors in respect of the leasing by such Obligors of real or personal property under arrangements which would not, under GAAP, be classified as capitalized leases and (B) other obligations of such Obligors in an aggregate amount not exceeding $20,000,000 at any timeDocuments. Without limiting the generality of the immediately preceding sentence, the Parent will not (a) create, incur, assume or suffer to exist any Indebtedness (other than 110 Indebtedness under this Agreement or any other Loan Document, any Chrysler Credit Support Document, any such guaranty any Demand Capitalization Note, any intercompany Indebtedness pursuant to clause (o) of Section 8.2.2 or any Subordinated Debt pursuant to clause (u) of Section 8.2.2), (b) create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents, the Chrysler Credit Support Documents or any intercompany Indebtedness described in clause (i) of Section 8.2.3), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), or consolidate or amalgamate with or merge into or with any other Person, or convey, sell, transfer, lease or otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (d) create, incur, assume or suffer to exist any Investment in any Person other than (i) as provided in clause (a), (b), (g), (h) or (j) of Section 8.2.5 and (ii) in respect of any additional equity Investments in a Subsidiary Borrower or any Subsidiary Guarantor or (e) permit to be taken any action that would result in a Change in Control. The Parent agrees not to commence or cause the commencement of any of the actions described in clause (b), (c) or (d) of Section 9.1.9 of this Agreement with respect to any of its Subsidiaries. -101- 110 ARTICLE IX.

Activities of the Parent. Without limiting the effect of any provision contained in this Article VIII and notwithstanding any implication to the contrary hereunder, the Parent will not engage in any business activity other than (i) its ownership of all the shares of 107 Capital Stock of the Subsidiary Borrowers, RCFC, Dollar Thrifty Funding and any other Person that may become a direct Subsidiary of the Parent in accordance with the provisions hereof to the extent such Person does not conduct a business activity which is one of the principal business activities conducted by Dollar or Thrifty on the date hereof, hereof and (ii) its compliance with the obligations applicable to it under the Loan Documents, the Chrysler Credit Support Documents, the MTN Program Documents and the CP Program Documents and (iii) the execution and delivery of guaranties of (A) obligations of Subsidiary Borrowers or Subsidiary Guarantors in respect of the leasing by such Obligors of real or personal property under arrangements which would not, under GAAP, be classified as capitalized leases and (B) other obligations of such Obligors in an aggregate amount not exceeding $20,000,000 at any timeDocuments. Without limiting the generality of the immediately preceding sentence, the Parent will not (a) create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under this Agreement or any other Loan Document, any Chrysler Credit Support Document, any such guaranty any Demand Capitalization Note, any intercompany Indebtedness pursuant to clause (o) of Section 8.2.2 or any Subordinated Debt pursuant to clause (u) of Section 8.2.2), (b) create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents, the Chrysler Credit Support Documents or any intercompany Indebtedness described in clause (i) of Section 8.2.3), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), or consolidate or amalgamate with or merge into or with any other Person, or convey, sell, transfer, lease or otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (d) create, incur, assume or suffer to exist any Investment in any Person other than (i) as provided in clause (a), (b), (g), (h) or (j) of Section 8.2.5 and (ii) in respect of any additional equity Investments in a Subsidiary Borrower or any Subsidiary Guarantor or (e) permit to be taken any action that would result in a Change in Control. The Parent agrees not to commence or cause the commencement of any of the actions described in clause (b), (c) or (d) of Section 9.1.9 of this Agreement with respect to any of its Subsidiaries. -101- 110 ARTICLE IX.

Activities of the Parent. Without limiting the effect Notwithstanding any other provisions of any provision contained in this Article VIII and notwithstanding any implication Agreement to the contrary hereundercontrary, the Parent will not engage in any business activity other than its continuing ownership of the all of the Capital Securities of the Borrower and its compliance with (i) its ownership of all the shares of Capital Stock of the Subsidiary Borrowers, RCFC, Dollar Thrifty Funding and any other Person that may become a direct Subsidiary of the Parent in accordance with the provisions hereof to the extent such Person does not conduct a business activity which is one of the principal business activities conducted by Dollar or Thrifty on the date hereof, (ii) its compliance with the obligations applicable to it under the Loan Documents, the Chrysler Credit Support Documents, the MTN Program Documents and the CP Program Documents and (iiiii) any applicable laws, rules, regulations and orders imposed upon it by any applicable Governmental Authority (including the execution and delivery of guaranties of (A) obligations of Subsidiary Borrowers or Subsidiary Guarantors in respect of the leasing by such Obligors of real or personal property under arrangements which would not, under GAAP, be classified as capitalized leases and (B) other obligations of such Obligors in an aggregate amount not exceeding $20,000,000 at any timeSEC). Without limiting the generality of the immediately preceding sentence, the Parent will not (a) create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under this Agreement or any other Loan Document, any Chrysler Credit Support Document, any such guaranty any Demand Capitalization Note, any intercompany Indebtedness in respect of (x) unsecured Subordinated Debt of the Parent to be incurred by the Parent pursuant to clause (o) the terms of Section 8.2.2 or any the Subordinated Debt pursuant Documents in a principal amount not to clause exceed $150,000,000 (uunless the Required Lenders shall otherwise consent) and refinancings of Section 8.2.2such Subordinated Debt which continue to satisfy the terms of the definition of "Subordinated Debt", and (y) the guaranty contained in Article IX), (b) create, assume, or suffer to exist any Lien upon, or grant any options or other rights with respect to, any of its revenues, property or other assets, whether now owned or hereafter acquired (other than pursuant to the Loan Documents, the Chrysler Credit Support Documents or any intercompany Indebtedness described in clause (i) of Section 8.2.3), (c) wind-up, liquidate or dissolve itself (or suffer to exist any of the foregoing), or consolidate or amalgamate with or merge into or with any other Person, issue stock, or convey, sell, transfer, lease or otherwise dispose of all or any part of its assets, in one transaction or a series of transactions, to any Person or Persons, (d) create, incur, assume or suffer to exist any Investment in any Person other than (i) as provided in clause (a), (b), (g) or (j) of Section 8.2.5 and (ii) in respect of any additional equity Investments in a Subsidiary Borrower or any Subsidiary Guarantor 7.2.5 or (e) permit to be taken any action that would result in a Change in Control. The Parent agrees not to commence or cause the commencement of any of the actions described in clause clauses (b), (c) or (d) of Section 9.1.9 8.1.9 of this Agreement with respect to any of its Subsidiaries. -101- 110 ARTICLE IX.