Common use of Rate Support Clause in Contracts

Rate Support. For Rate Support Subvention Programs: (a) Rate support pricing is based on a [***] methodology, [***]. (i) Ally represents to Chrysler that: (A) Ally will determine rate support pricing using a base rate calculated consistent with certain of its pre-existing relationships with other OEMs. (B) The Support Rate will not exceed in any case [***]. (ii) Ally will adjust the formula for the calculation of [***]. (iii) Ally will be transparent in pricing methodology to Chrysler (including formula and parameters), but Ally has no obligation to reveal information specific to any other OEMs with which Ally does business. (A) On an annual basis, Ally will review its rate support pricing methodology with Chrysler, subject to the terms of this Agreement. (B) On a quarterly basis, Ally will advise the Coordinating Committee of any changes in rate support pricing methodology, subject to the terms of this Agreement. (b) Ally will establish the Support Rates. (i) Ally may vary the applicable Support Rate by factors that [***], in each case consistent with its obligations under Section 3.5(a)(i)(B), (ii), and (iii). (ii) The parties expect that Support Rates will be in effect for a month at a time, however, Ally may change the Support Rate during a calendar month upon at least fourteen calendar days’ notice to Chrysler before the effective date of the change. (c) Chrysler will pay to Ally the amount of any Rate Support: (i) Discounted to present value at the applicable Support Rate; and (ii) Further discounted for expected pre-payments. (d) For each month that a Rate Support payment is due to Ally: (i) Ally will send Chrysler an invoice by the fifth business day of the following month indicating the amount of Rate Support payment for the immediately preceding month (e.g., Ally will send Chrysler an invoice by December 7, 2009 for a Rate Support payment owed for contracts booked in November 2009). (ii) Chrysler will pay Ally the full invoice amount, without setoff, recoupment, or any other deduction (regardless of whether Chrysler disagrees with the invoice amount), by the 18th calendar day of the month, or if the 18th calendar day is not also a Business Day, then by the Business Day that next follows the 18th calendar day. *** 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. (iii) If Chrysler disagrees with the invoice amount, then subject to Section 3.5(d)(ii) above, it may invoke the Dispute resolution process under Section 15.3 of this Agreement for any disputed portion of the invoiced amount.

Rate Support. For Rate Support Subvention Programs: (a) Rate support pricing is based on a [***] methodology, [***]. (i) Ally represents to Chrysler that: (A) Ally will determine rate support pricing using a base rate calculated consistent with certain of its pre-existing relationships with other OEMs. (B) The Support Rate will not exceed in any case [***]. (ii) Ally will adjust the formula for the calculation of [***]. (iii) Ally will be transparent in pricing methodology to Chrysler (including formula and parameters), but Ally has no obligation to reveal information specific to any other OEMs with which Ally does business. (A) On an annual basis, Ally will review its rate support pricing methodology with Chrysler, subject to the terms of this Agreement. (B) On a quarterly basis, Ally will advise the Coordinating Committee of any changes in rate support pricing methodology, subject to the terms of this Agreement. (b) Ally will establish the Support Rates. (i) Ally may vary the applicable Support Rate by factors that [***], in each case consistent with its obligations under Section 3.5(a)(i)(B), (ii), and (iii). (ii) The parties expect that Support Rates will be in effect for a month at a time, however, Ally may change the Support Rate during a calendar month upon at least fourteen calendar days’ notice to Chrysler before the effective date of the change. (c) Chrysler will pay to Ally the amount of any Rate Support: (i) Discounted to present value at the applicable Support Rate; and (ii) Further discounted for expected pre-payments. (d) For each month that a Rate Support payment is due to Ally: (i) Ally will send Chrysler an invoice by the fifth business day of the following month indicating the amount of Rate Support payment for the immediately preceding month (e.g., Ally will send Chrysler an invoice by December 7, 2009 for a Rate Support payment owed for contracts booked in November 2009). (ii) Chrysler will pay Ally the full invoice amount, without setoff, recoupment, or any other deduction (regardless of whether Chrysler disagrees with the invoice amount), by the 18th calendar day of the month, or if the 18th calendar day is not also a Business Day, then by the Business Day that next follows the 18th calendar day. *** 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 (iii) If Chrysler disagrees with the invoice amount, then subject to Section 3.5(d)(ii) above, it may invoke the Dispute resolution process under Section 15.3 of this Agreement for any disputed portion of the invoiced amount.