Common use of Guarantees, Letters of Credit and Other Obligations Clause in Contracts

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv shall (with the reasonable cooperation of the applicable members of the Aptiv Group) use its commercially reasonable efforts to have any members of the Delphi Technologies Group removed as guarantor of or obligor for any Aptiv Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies shall (with the reasonable cooperation of the applicable members of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv Liabilities, Aptiv shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to Aptiv Liabilities, (A) Aptiv shall, and shall cause the other members of the Aptiv Group to, indemnify, defend and hold harmless each of the Delphi Technologies Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv shall not, and shall cause the other members of the Aptiv Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Group is or may be liable unless all obligations of the members of the Delphi Technologies Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies shall not, and shall cause the other members of the Delphi Technologies Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Group is or may be liable unless all obligations of the members of the Aptiv Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv TFMC shall (with the reasonable cooperation of the applicable members of the Aptiv TFMC Group) use its commercially reasonable efforts to have any members of the Delphi Technologies TEN Group removed as guarantor of or obligor for any Aptiv TFMC Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies TEN shall (with the reasonable cooperation of the applicable members of the Delphi Technologies TEN Group) use its commercially reasonable efforts to have any members of the Aptiv TFMC Group removed as guarantor of or obligor for any Delphi Technologies TEN Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies TEN Group with respect to Aptiv TFMC Liabilities, Aptiv TFMC shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv TFMC would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv TFMC Group with respect to Delphi Technologies TEN Liabilities, Delphi Technologies TEN shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies TEN would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.173.16, (i) with respect to Aptiv TFMC Liabilities, (A) Aptiv TFMC shall, and shall cause the other members of the Aptiv TFMC Group to, indemnify, defend and hold harmless each of the Delphi Technologies TEN Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies TEN Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv TFMC shall not, and shall cause the other members of the Aptiv TFMC Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies TEN Group is or may be liable unless all obligations of the members of the Delphi Technologies TEN Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies TEN in its sole and absolute discretion and (ii) with respect to Delphi Technologies TEN Liabilities, (A) Delphi Technologies TEN shall, and shall cause the other members of the Delphi Technologies TEN Group to, indemnify, defend and hold harmless each of the Aptiv TFMC Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv TFMC Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies TEN shall not, and shall cause the other members of the Delphi Technologies TEN Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv TFMC Group is or may be liable unless all obligations of the members of the Aptiv TFMC Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv TFMC in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time Time, or as soon as practicable thereafter, Aptiv HHH shall (with the reasonable cooperation of the applicable members of the Aptiv HHH Group) use its commercially reasonable efforts to have any members of the Delphi Technologies Seaport Entertainment Group removed as guarantor of or obligor for any Aptiv HHH Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies Seaport Entertainment shall (with the reasonable cooperation of the applicable members of the Delphi Technologies Seaport Entertainment Group) use its commercially reasonable efforts to have any members of the Aptiv HHH Group removed as guarantor of or obligor for any Delphi Technologies Seaport Entertainment Liabilities, other than with respect to the 250 Water Street Guaranty and the Credit Agreement. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Seaport Entertainment Group with respect to Aptiv HHH Liabilities, Aptiv HHH shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv HHH would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv HHH Group with respect to Delphi Technologies Seaport Entertainment Liabilities, Delphi Technologies Seaport Entertainment shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies Seaport Entertainment would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (aSections 5.17(a) and (b) of this Section 5.175.17(b), (i) with respect to Aptiv HHH Liabilities, (A) Aptiv HHH shall, and shall cause the other members of the Aptiv HHH Group to, indemnify, defend and hold harmless each of the Delphi Technologies Seaport Entertainment Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Seaport Entertainment Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv HHH shall not, and shall cause the other members of the Aptiv HHH Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Seaport Entertainment Group is or may be liable unless all obligations of the members of the Delphi Technologies Seaport Entertainment Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies Seaport Entertainment in its sole and absolute discretion and (ii) with respect to Delphi Technologies Seaport Entertainment Liabilities, (A) Delphi Technologies Seaport Entertainment shall, and shall cause the other members of the Delphi Technologies Seaport Entertainment Group to, indemnify, defend and hold harmless each of the Aptiv HHH Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv HHH Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies Seaport Entertainment shall not, and shall cause the other members of the Delphi Technologies Seaport Entertainment Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv HHH Group is or may be liable unless all obligations of the members of the Aptiv HHH Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv HHH in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 hereof and Section 5.3 of the Separation and Distribution Agreement: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, Aptiv Xxxxxxxx 66 shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv ConocoPhillips Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies ConocoPhillips Group removed as guarantor of or obligor for any Aptiv Liability. On or prior Xxxxxxxx 66 Liability to the Effective Time or as soon as practicable thereafterextent that they relate to Xxxxxxxx 66 Liabilities, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 2.9(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesConocoPhillips Group, Aptiv Xxxxxxxx 66 shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Aptiv Xxxxxxxx 66 would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.172.9, (i) with respect to Aptiv Liabilities, (A) Aptiv Xxxxxxxx 66 shall, and shall cause the other members of the Aptiv Xxxxxxxx 66 Group to, indemnify, defend and hold harmless each of the Delphi Technologies Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv shall not, and shall cause the other members of the Aptiv Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Group is or may be liable unless all obligations of the members of the Delphi Technologies Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv ConocoPhillips Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv ConocoPhillips Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Delphi Technologies Xxxxxxxx 66 shall not, and shall cause the other members of the Delphi Technologies Xxxxxxxx 66 Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, , letter of credit, lease, contract or other obligation for which a member of the Aptiv ConocoPhillips Group is or may be liable unless all obligations of the members of the Aptiv ConocoPhillips Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv ConocoPhillips in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv Parent shall (with the reasonable cooperation of the applicable members of the Aptiv GroupParent Group Members) use its commercially reasonable efforts to have any members of the Delphi Technologies SpinCo Group Members removed as guarantor of or obligor for any Aptiv Parent Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies SpinCo shall (with the reasonable cooperation of the applicable members of the Delphi Technologies GroupSpinCo Group Members) use its commercially reasonable efforts to have any members of the Aptiv Parent Group Members removed as guarantor of or obligor for any Delphi Technologies SpinCo Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies SpinCo Group Member with respect to Aptiv Parent Liabilities, Aptiv Parent shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv Parent would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Parent Group Member with respect to Delphi Technologies SpinCo Liabilities, Delphi Technologies SpinCo shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies SpinCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (aSection 5.14(a) and (b) of this Section 5.175.14(b), (i) with respect to Aptiv Parent Liabilities, (A) Aptiv Parent shall, and shall cause the other members of the Aptiv Parent Group Members to, indemnify, defend and hold harmless each of the Delphi Technologies SpinCo Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies SpinCo Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv Parent shall not, and shall cause the other members of the Aptiv Parent Group Members not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies SpinCo Group Member is or may be liable unless all obligations of the members of the Delphi Technologies SpinCo Group Members with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies SpinCo in its sole and absolute discretion and (ii) with respect to Delphi Technologies SpinCo Liabilities, (A) Delphi Technologies SpinCo shall, and shall cause the other members of the Delphi Technologies SpinCo Group Members to, indemnify, defend and hold harmless each of the Aptiv Parent Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Parent Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies SpinCo shall not, and shall cause the other members of the Delphi Technologies SpinCo Group Members not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Parent Group Member is or may be liable unless all obligations of the members of the Aptiv Parent Group Members with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv Parent in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, Aptiv Corner Store shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv Valero Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies Valero Group removed as guarantor of or obligor for any Aptiv Liability. On or prior Corner Store Liability to the Effective Time or as soon as practicable thereafterextent that they relate to Corner Store Liabilities, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 5.9(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesValero Group, Aptiv Corner Store shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Aptiv Corner Store would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.175.9, (i) with respect to Aptiv Liabilities, (A) Aptiv Corner Store shall, and shall cause the other members of the Aptiv Corner Store Group to, indemnify, defend and hold harmless each of the Delphi Technologies Valero Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Valero Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Aptiv Corner Store shall not, and shall cause the other members of the Aptiv Corner Store Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Valero Group is or may be liable unless all obligations of the members of the Delphi Technologies Valero Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies shall not, and shall cause the other members of the Delphi Technologies Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Group is or may be liable unless all obligations of the members of the Aptiv Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv Valero in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6: (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv SpinCo shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv NOV Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies NOV Group removed as guarantor of or obligor for any Aptiv Liability. On or prior SpinCo Liability to the Effective Time or as soon as practicable thereafterextent that they relate to SpinCo Liabilities, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 5.9(a). (b) On or prior to the Effective Time or as soon as practicable thereafterTime, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesNOV Group, Aptiv SpinCo shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Aptiv SpinCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.175.9, (i) with respect to Aptiv Liabilities, (A) Aptiv SpinCo shall, and shall cause the other members of the Aptiv SpinCo Group to, indemnify, defend and hold harmless each of the Delphi Technologies NOV Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies NOV Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Aptiv SpinCo shall not, and shall cause the other members of the Aptiv SpinCo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies NOV Group is or may be liable unless all obligations of the members of the Delphi Technologies NOV Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies shall not, and shall cause the other members of the Delphi Technologies Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Group is or may be liable unless all obligations of the members of the Aptiv Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv NOV in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.7: (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv Controlled shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv SpinCo Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies SpinCo Group removed as guarantor of or obligor for any Aptiv Controlled Liability, including in respect of those guarantees, letters of credit and other obligations set forth on Schedule 7.9(a)(i). On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies EESLP shall (with the reasonable cooperation of the applicable members member(s) of the Delphi Technologies RemainCo Group) use its commercially reasonable efforts to have any members member(s) of the Aptiv RemainCo Group removed as guarantor of or obligor for any Delphi Technologies SpinCo Specified Liabilities, including the guarantees listed on Schedule 7.9(a)(ii) but excluding the guarantees listed on Schedule 7.9(c). (b) On or prior to the Effective Time or as soon as practicable thereafterTime, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesSpinCo Group, Aptiv Controlled shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv Controlled would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies LiabilitiesRemainCo Group, Delphi Technologies SpinCo shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies SpinCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.177.9 or for the guarantees set forth on Schedule 7.9(c) for which SpinCo is not required to remove any member of the RemainCo Group, (i) with respect to Aptiv Liabilities, (A) Aptiv Controlled shall, and shall cause the other members of the Aptiv RemainCo Group to, indemnify, defend and hold harmless each of the Delphi Technologies SpinCo Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies SpinCo Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv Controlled shall not, and shall cause the other members of the Aptiv RemainCo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies SpinCo Group is or may be liable unless all obligations of the members of the Delphi Technologies SpinCo Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies SpinCo in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies SpinCo shall, and shall cause the other members of the Delphi Technologies SpinCo Group to, indemnify, defend and hold harmless each of the Aptiv RemainCo Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv RemainCo Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies SpinCo shall not, and shall cause the other members of the Delphi Technologies SpinCo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv RemainCo Group is or may be liable unless all obligations of the members of the Aptiv RemainCo Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv RemainCo in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.7: (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv Controlled shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv SpinCo Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies SpinCo Group removed as guarantor of or obligor for any Aptiv Controlled Liability, including in respect of those guarantees, letters of credit and other obligations set forth on Schedule 7.9(a)(i). On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies EESLP shall (with the reasonable cooperation of the applicable members member(s) of the Delphi Technologies RemainCo Group) use its commercially reasonable efforts to have any members member(s) of the Aptiv RemainCo Group removed as guarantor of or obligor for any Delphi Technologies SpinCo Specified Liabilities, except for the guarantees listed on Schedule 7.9(a)(ii). (b) On or prior to the Effective Time or as soon as practicable thereafterTime, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesSpinCo Group, Aptiv Controlled shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv Controlled would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies LiabilitiesRemainCo Group, Delphi Technologies SpinCo shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies SpinCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.177.9 or for the guarantees set forth on Schedule 7.9(c) for which SpinCo is not required to remove any member of the RemainCo Group, (i) with respect to Aptiv Liabilities, (A) Aptiv Controlled shall, and shall cause the other members of the Aptiv RemainCo Group to, indemnify, defend and hold harmless each of the Delphi Technologies SpinCo Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies SpinCo Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv Controlled shall not, and shall cause the other members of the Aptiv RemainCo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies SpinCo Group is or may be liable unless all obligations of the members of the Delphi Technologies SpinCo Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies SpinCo in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies SpinCo shall, and shall cause the other members of the Delphi Technologies SpinCo Group to, indemnify, defend and hold harmless each of the Aptiv RemainCo Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv RemainCo Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies SpinCo shall not, and shall cause the other members of the Delphi Technologies SpinCo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv RemainCo Group is or may be liable unless all obligations of the members of the Aptiv RemainCo Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv RemainCo in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 and Section 8.3 hereof: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, Aptiv CRC shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv OPC Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies OPC Group removed as guarantor of or obligor for any Aptiv CRC Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 5.11(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesOPC Group, Aptiv CRC shall execute a substitute document substantially in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except provided that CRC shall not be required to the extent that such existing guarantee contains make or agree to any representations, covenants or other terms or provisions either (A) with which Aptiv would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a in an existing guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Delphi Technologies CRC would not be reasonably unable able to comply therewith or (Bii) which CRC would reasonably be reasonably expected to be breachedin breach thereof. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.175.11, (i) with respect to Aptiv Liabilities, (A) Aptiv shall, and CRC shall cause the other members of the Aptiv Group to, REGARDLESS OF FAULT indemnify, defend and hold harmless each of the Delphi Technologies Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv shall not, and shall cause the other members of the Aptiv Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Group is or may be liable unless all obligations of the members of the Delphi Technologies Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv OPC Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv OPC Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Delphi Technologies CRC shall not, and shall cause the other members of the Delphi Technologies CRC Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third PersonThird Party, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv OPC Group is or may be liable unless all obligations of the members of the Aptiv OPC Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv OPC in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior Prior to the Effective Time or as soon as practicable thereafterSeparation Time, Aptiv HD shall (with the reasonable cooperation of the applicable members of the Aptiv HD Group) use its commercially reasonable efforts to to, effective as of the Separation Time, have any the applicable members of the Delphi Technologies LiveWire Group removed as guarantor of or obligor for any Aptiv Liabilitythe HD Liabilities arising after the Separation Time. On or prior Prior to the Effective Time or as soon as practicable thereafterSeparation Time, Delphi Technologies LiveWire shall (with the reasonable cooperation of the applicable members of the Delphi Technologies LiveWire Group) use its commercially reasonable efforts to to, effective as of the Separation Time, have any the applicable members of the Aptiv HD Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiesthe LiveWire Liabilities arising after the Separation Time. (b) On At or prior to the Effective Time or as soon as practicable thereafterSeparation Time, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any the applicable member of the Delphi Technologies LiveWire Group with respect to Aptiv Liabilitiesthe HD Liabilities arising after the Separation Time, Aptiv HD shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv HD would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv HD Group with respect to Delphi Technologies Liabilitiesthe LiveWire Liabilities arising after the Separation Time, Delphi Technologies LiveWire shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies LiveWire would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.172.8 prior to the Separation Time, (i) (x) HD shall (with the reasonable cooperation of the applicable members of the HD Group) use its commercially reasonable efforts to have the applicable members of the LiveWire Group removed as guarantor of or obligor for the HD Liabilities arising after the Separation Time and (y) LiveWire shall (with the reasonable cooperation of the applicable members of the LiveWire Group) use its commercially reasonable efforts to have the applicable members of the HD Group removed as guarantor of or obligor for the LiveWire Liabilities arising after the Separation Time (ii) with respect to Aptiv the HD Liabilities, until such required removal, (A) Aptiv HD shall, and shall cause the other members of the Aptiv HD Group to, indemnify, defend and hold harmless each member of the Delphi Technologies Indemnitees LiveWire Group from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies LiveWire Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv HD shall not, and shall cause the other members of the Aptiv HD Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies LiveWire Group is or may be liable unless all obligations of the members of the Delphi Technologies LiveWire Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies LiveWire in its sole and absolute discretion and (iiiii) with respect to Delphi Technologies Liabilitiesthe LiveWire Liabilities until such required removal, (A) Delphi Technologies LiveWire shall, and shall cause the other members of the Delphi Technologies LiveWire Group to, indemnify, defend and hold harmless each member of the Aptiv Indemnitees HD Group for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv HD Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies except as it relates to a Shared Contract or a Shared Permit, LiveWire shall not, and shall cause the other members of the Delphi Technologies LiveWire Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv HD Group is or may be liable unless all obligations of the members of the Aptiv HD Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv HD in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Sections 2.6 and 8.3 hereof: (a) On or prior to the Effective Time Date or as soon as practicable thereafter, Aptiv Venator shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv Huntsman Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies Huntsman Group removed as guarantor of or obligor for any Aptiv Venator Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 5.11(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDate, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesHuntsman Group, Aptiv Venator shall execute a substitute document substantially in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except provided that Venator shall not be required to the extent that such existing guarantee contains make or agree to any representations, covenants or other terms or provisions either (A) with which Aptiv would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a in an existing guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Delphi Technologies Venator would not be reasonably unable able to comply therewith or (Bii) which Venator would reasonably be reasonably expected to be breachedin breach thereof. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.175.11, (i) with respect to Aptiv Liabilities, (A) Aptiv shall, and Venator shall cause the other members of the Aptiv Group to, REGARDLESS OF FAULT indemnify, defend and hold harmless each of the Delphi Technologies Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv shall not, and shall cause the other members of the Aptiv Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Group is or may be liable unless all obligations of the members of the Delphi Technologies Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Huntsman Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Huntsman Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Delphi Technologies Venator shall not, and shall cause the other members of the Delphi Technologies Venator Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third PersonThird Party, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Huntsman Group is or may be liable unless all obligations of the members of the Aptiv Huntsman Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv Huntsman in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv Enovis shall (with the reasonable cooperation of the applicable members of the Aptiv Enovis Group) use its commercially reasonable efforts to have any members of the Delphi Technologies ESAB Group removed as guarantor of or obligor for any Aptiv Enovis Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies ESAB shall (with the reasonable cooperation of the applicable members of the Delphi Technologies ESAB Group) use its commercially reasonable efforts to have any members of the Aptiv Enovis Group removed as guarantor of or obligor for any Delphi Technologies ESAB Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies ESAB Group with respect to Aptiv Enovis Liabilities, Aptiv Enovis shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv Enovis would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Enovis Group with respect to Delphi Technologies ESAB Liabilities, Delphi Technologies ESAB shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies ESAB would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to Aptiv Enovis Liabilities, (A) Aptiv Enovis shall, and shall cause the other members of the Aptiv Enovis Group to, indemnify, defend and hold harmless each of the Delphi Technologies ESAB Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies ESAB Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv Enovis shall not, and shall cause the other members of the Aptiv Enovis Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies ESAB Group is or may be liable unless all obligations of the members of the Delphi Technologies ESAB Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies ESAB in its sole and absolute discretion and (ii) with respect to Delphi Technologies ESAB Liabilities, (A) Delphi Technologies ESAB shall, and shall cause the other members of the Delphi Technologies ESAB Group to, indemnify, defend and hold harmless each of the Aptiv Enovis Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Enovis Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies ESAB shall not, and shall cause the other members of the Delphi Technologies ESAB Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Enovis Group is or may be liable unless all obligations of the members of the Aptiv Enovis Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv Enovis in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv New Worthington shall (with the reasonable cooperation of the applicable members of the Aptiv New Worthington Group) use its commercially reasonable efforts to have any members of the Delphi Technologies Worthington Steel Group removed as guarantor of or obligor for any Aptiv Worthington Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies Worthington Steel shall (with the reasonable cooperation of the applicable members of the Delphi Technologies Worthington Steel Group) use its commercially reasonable efforts to have any members of the Aptiv New Worthington Group removed as guarantor of or obligor for any Delphi Technologies Worthington Steel Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Worthington Steel Group with respect to Aptiv Worthington Liabilities, Aptiv New Worthington shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv New Worthington would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv New Worthington Group with respect to Delphi Technologies Worthington Steel Liabilities, Delphi Technologies Worthington Steel shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies Worthington Steel would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to Aptiv Worthington Liabilities, (A) Aptiv New Worthington shall, and shall cause the other members of the Aptiv New Worthington Group to, indemnify, defend and hold harmless each of the Delphi Technologies Worthington Steel Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Worthington Steel Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv New Worthington shall not, and shall cause the other members of the Aptiv New Worthington Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Worthington Steel Group is or may be liable unless all obligations of the members of the Delphi Technologies Worthington Steel Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies Worthington Steel in its sole and absolute discretion and (ii) with respect to Delphi Technologies Worthington Steel Liabilities, (A) Delphi Technologies Worthington Steel shall, and shall cause the other members of the Delphi Technologies Worthington Steel Group to, indemnify, defend and hold harmless each of the Aptiv New Worthington Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv New Worthington Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies Worthington Steel shall not, and shall cause the other members of the Delphi Technologies Worthington Steel Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv New Worthington Group is or may be liable unless all obligations of the members of the Aptiv New Worthington Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv New Worthington in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv New Worthington shall (with the reasonable cooperation of the applicable members of the Aptiv New Worthington Group) use its commercially reasonable efforts to have any members of the Delphi Technologies Worthington Steel Group removed as guarantor of or obligor for any Aptiv Worthington Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies Worthington Steel shall (with the reasonable cooperation of the applicable members of the Delphi Technologies Worthington Steel Group) use its commercially reasonable efforts to have any members of the Aptiv New Worthington Group removed as guarantor of or obligor for any Delphi Technologies Worthington Steel Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Worthington Steel Group with respect to Aptiv Worthington Liabilities, Aptiv New Worthington shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv New Worthington would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv New Worthington Group with respect to Delphi Technologies Worthington Steel Liabilities, Delphi Technologies Worthington Steel shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies Worthington Steel would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to Aptiv Worthington Liabilities, (A) Aptiv New Worthington shall, and shall cause the other members of the Aptiv New Worthington Group to, indemnify, defend and hold harmless each of the Delphi Technologies Worthington Steel Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Worthington Steel Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv New Worthington shall not, and shall cause the other members of the Aptiv New Worthington Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Worthington Steel Group is or may be liable unless all obligations of the members of the Delphi Technologies Worthington Steel Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies Worthington Steel in its sole and absolute discretion and (ii) with respect to Delphi Technologies Worthington Steel Liabilities, (A) Delphi Technologies Worthington Steel shall, and shall cause the other members of the Delphi Technologies Worthington Steel Group to, indemnify, defend and hold harmless each of the Aptiv Worthington Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv New Worthington Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies Worthington Steel shall not, and shall cause the other members of the Delphi Technologies Worthington Steel Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv New Worthington Group is or may be liable unless all obligations of the members of the Aptiv New Worthington Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv New Worthington in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 hereof and Section 5.3 of the Separation and Distribution Agreement: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, Aptiv Civeo shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv Oil States Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies Oil States Group removed as guarantor of or obligor for any Aptiv Liability. On or prior Civeo Liability to the Effective Time or as soon as practicable thereafterextent that they relate to Civeo Liabilities, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 2.9(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesOil States Group, Aptiv Civeo shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Aptiv Civeo would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.172.9, (i) with respect to Aptiv Liabilities, (A) Aptiv Civeo shall, and shall cause the other members of the Aptiv Civeo Group to, indemnify, defend and hold harmless each of the Delphi Technologies Oil States Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Oil States Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Aptiv Civeo shall not, and shall cause the other members of the Aptiv Civeo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Oil States Group is or may be liable unless all obligations of the members of the Delphi Technologies Oil States Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies Oil States in its sole and absolute discretion discretion. (d) If the parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (iib) of this Section 2.9 with respect to Delphi Technologies Liabilitiesany guarantee set forth on Schedule 2.9 (the “Specified Guarantees”), (A) Delphi Technologies shallso long as any Specified Guarantee remains outstanding, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies Civeo shall not, and shall cause the other members of the Delphi Technologies Civeo Group not to, agree to renew or extend enter into any Leveraged Transaction without the term ofprior written consent of Oil States. In addition, increase so long as any obligations underSpecified Guarantee remains outstanding, or transfer to Civeo shall not permit the entry into any agreement that would result in a third Person, any loan, guarantee, letter Change of credit, lease, contract or other obligation for which a member Control of Civeo unless the ultimate parent of the Aptiv Group is or may be liable unless all obligations acquiring party has entered into an agreement satisfactory to Oil States to (i) indemnify, defend and hold harmless each of the Oil States Indemnitees for any Liability arising from or relating to such Specified Guarantee and (ii) not permit, and cause the other members of the Aptiv Civeo Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv in its sole and absolute discretionnot to, enter into any Leverage Transaction, so long as any Specified Guarantee remains outstanding, without the prior written consent of Oil States.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Sections 2.6 and 8.3 hereof: (a) On or prior to the Effective Time or Date, as soon as practicable thereafterthereafter and in no event later than 30 days after the Effective Date with respect to any letter of credit or bank guarantee and nine months for any other guarantee or other obligation, Aptiv Venator shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv Huntsman Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies Huntsman Group removed as guarantor of or obligor for any Aptiv Venator Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 5.11(a). (b) On or prior to the Effective Time or Date, as soon as practicable thereafterthereafter and in no event later than 30 days after the Effective Date with respect to any letter of credit or bank guarantee and nine months for any other guarantee or other obligation, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesHuntsman Group, Aptiv Venator shall execute a substitute document substantially in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except provided that Venator shall not be required to the extent that such existing guarantee contains make or agree to any representations, covenants or other terms or provisions either (A) with which Aptiv would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a in an existing guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Delphi Technologies Venator would not be reasonably unable able to comply therewith or (Bii) which Venator would reasonably be reasonably expected to be breachedin breach thereof. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.175.11, (i) with respect to Aptiv Liabilities, (A) Aptiv shall, and Venator shall cause the other members of the Aptiv Group to, REGARDLESS OF FAULT indemnify, defend and hold harmless each of the Delphi Technologies Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv shall not, and shall cause the other members of the Aptiv Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Group is or may be liable unless all obligations of the members of the Delphi Technologies Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Huntsman Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Huntsman Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Delphi Technologies Huntsman may charge a fee to Venator (in addition to passing along any fees Huntsman is charged by any third party) for the continued provision of such guarantee, letter of credit or other obligation in such amounts as would be customary in an arms-length transaction with a third party, and (iii) Venator shall not, and shall cause the other members of the Delphi Technologies Venator Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third PersonThird Party, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Huntsman Group is or may be liable unless all obligations of the members of the Aptiv Huntsman Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv Huntsman in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 hereof and Section 5.3 of the Separation and Distribution Agreement: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, Aptiv Civeo shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv Oil States Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies Oil States Group removed as guarantor of or obligor for any Aptiv Liability. On or prior Civeo Liability to the Effective Time or as soon as practicable thereafterextent that they relate to Civeo Liabilities, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 2.9(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesOil States Group, Aptiv Civeo shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Aptiv Civeo would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.172.9, (i) with respect to Aptiv Liabilities, (A) Aptiv Civeo shall, and shall cause the other members of the Aptiv Civeo Group to, indemnify, defend and hold harmless each of the Delphi Technologies Oil States Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Oil States Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Aptiv Civeo shall not, and shall cause the other members of the Aptiv Civeo Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Oil States Group is or may be liable unless all obligations of the members of the Delphi Technologies Oil States Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies Oil States in its sole and absolute discretion discretion. (d) If the parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (iib) of this Section 2.9 with respect to Delphi Technologies Liabilitiesany guarantee set forth on Schedule 2.9 (the “Specified Guarantees”), (A) Delphi Technologies shallso long as any Specified Guarantee remains outstanding, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies Civeo shall not, and shall cause the other members of the Delphi Technologies Civeo Group not to, agree to renew or extend enter into any Leveraged Transaction without the term ofprior written consent of Oil States. In addition, increase so long as any obligations underSpecified Guarantee remains outstanding, or transfer to Civeo shall not permit the entry into any agreement that would result in a third Person, any loan, guarantee, letter Change of credit, lease, contract or other obligation for which a member Control of Civeo unless the ultimate parent of the Aptiv Group is or may be liable unless all obligations acquiring party has entered into an agreement satisfactory to Oil States to (i) indemnify, defend and hold harmless each of the Oil States Indemnitees for any Liability arising from or relating to such Specified Guarantee and (ii) not permit, and cause the other members of the Aptiv Civeo Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv in its sole and absolute discretionnot to, enter into any Leverage Transaction without the prior written consent of Oil States.

Guarantees, Letters of Credit and Other Obligations. (a) On or prior to the Effective Time or as soon as practicable thereafter, Aptiv New Worthington shall (with the reasonable cooperation of the applicable members of the Aptiv New Worthington Group) use its commercially reasonable efforts to have any members of the Delphi Technologies Worthington Steel Group removed as guarantor of or obligor for any Aptiv Worthington Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies Worthington Steel shall (with the reasonable cooperation of the applicable members of the Delphi Technologies Worthington Steel Group) use its commercially reasonable efforts to have any members of the Aptiv New Worthington Group removed as guarantor of or obligor for any Delphi Technologies Worthington Steel Liabilities. (b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Worthington Steel Group with respect to Aptiv New Worthington Liabilities, Aptiv New Worthington shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Aptiv New Worthington would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Aptiv New Worthington Group with respect to Delphi Technologies Worthington Steel Liabilities, Delphi Technologies Worthington Steel shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Delphi Technologies Worthington Steel would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to Aptiv New Worthington Liabilities, (A) Aptiv New Worthington shall, and shall cause the other members of the Aptiv New Worthington Group to, indemnify, defend and hold harmless each of the Delphi Technologies Worthington Steel Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies Worthington Steel Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Aptiv New Worthington shall not, and shall cause the other members of the Aptiv New Worthington Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies Worthington Steel Group is or may be liable unless all obligations of the members of the Delphi Technologies Worthington Steel Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies Worthington Steel in its sole and absolute discretion and (ii) with respect to Delphi Technologies Worthington Steel Liabilities, (A) Delphi Technologies Worthington Steel shall, and shall cause the other members of the Delphi Technologies Worthington Steel Group to, indemnify, defend and hold harmless each of the Aptiv New Worthington Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv New Worthington Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies Worthington Steel shall not, and shall cause the other members of the Delphi Technologies Worthington Steel Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv New Worthington Group is or may be liable unless all obligations of the members of the Aptiv New Worthington Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv New Worthington in its sole and absolute discretion.

Guarantees, Letters of Credit and Other Obligations. In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 and Section 8.3 hereof: (a) On or prior to the Effective Time Distribution Date or as soon as practicable thereafter, Aptiv CRC shall (with the reasonable cooperation of the applicable members member(s) of the Aptiv OPC Group) use its commercially reasonable efforts to have any members member(s) of the Delphi Technologies OPC Group removed as guarantor of or obligor for any Aptiv CRC Liability. On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies shall (with the reasonable cooperation including in respect of the applicable members those guarantees, letters of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilitiescredit and other obligations set forth on Schedule 5.9(a). (b) On or prior to the Effective Time or as soon as practicable thereafterDistribution Date, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Delphi Technologies Group with respect to Aptiv LiabilitiesOPC Group, Aptiv CRC shall execute a substitute document substantially in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except provided that CRC shall not be required to the extent that such existing guarantee contains make or agree to any representations, covenants or other terms or provisions either (A) with which Aptiv would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a in an existing guarantee, letter of credit or other obligation of any member of the Aptiv Group with respect to Delphi Technologies Liabilities, Delphi Technologies shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (Ai) with which Delphi Technologies CRC would not be reasonably unable able to comply therewith or (Bii) which CRC would reasonably be reasonably expected to be breachedin breach thereof. (c) If the Parties parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.175.9, (i) with respect to Aptiv Liabilities, (A) Aptiv shall, and CRC shall cause the other members of the Aptiv Group to, indemnify, defend and hold harmless each of the Delphi Technologies OPC Indemnitees from and against for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Delphi Technologies OPC Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (Bii) Aptiv CRC shall not, and shall cause the other members of the Aptiv CRC Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Delphi Technologies OPC Group is or may be liable unless all obligations of the members of the Delphi Technologies OPC Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Delphi Technologies in its sole and absolute discretion and (ii) with respect to Delphi Technologies Liabilities, (A) Delphi Technologies shall, and shall cause the other members of the Delphi Technologies Group to, indemnify, defend and hold harmless each of the Aptiv Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Aptiv Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Delphi Technologies shall not, and shall cause the other members of the Delphi Technologies Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Aptiv Group is or may be liable unless all obligations of the members of the Aptiv Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Aptiv OPC in its sole and absolute discretion.