Common use of OBLIGATIONS OF THE DEBTORS Clause in Contracts

OBLIGATIONS OF THE DEBTORS. The Debtors presently believe that, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal and financial advisors), prompt consummation of the Plan will facilitate the Debtors’ reorganization and is in the best interests of their creditors, shareholders and other parties-in-interest. Accordingly, the Debtors hereby agree, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal and financial advisors), to use reasonable best efforts to propose the Plan and prosecute confirmation and consummation thereof. Subject to the foregoing, for as long as this Agreement remains in effect, the Debtors agree to: 2.1 Prepare and file with the Bankruptcy Court a motion (the “Motion”) seeking an order, which shall be in form and substance reasonably acceptable to the USW, the UAW and Centerbridge, from the Bankruptcy Court (i) approving and authorizing the Debtors to enter into the Union Settlement Agreements, the Investment Agreement and this Agreement; (ii) authorizing payment of the Expense Reimbursement, the Termination Fee, the Commitment Fee and the Break-up Fee (as such terms are defined in the Investment Agreement) pursuant to, and on the terms and conditions set forth in, Article VII of the Investment Agreement; and (iii) determining that the Parties’ entry into, and performance of, their obligations under the Union Settlement Agreements, the Investment Agreement and this Agreement do not violate any law, including the Bankruptcy Code, and do not give rise to any claim or remedy against the Parties; and 2.2 Not object to any application under section 503(b) or inclusion as part of the Plan under section 1129(a)(4) by Stroock for its representation of the Ad Hoc Group for payment of its reasonable legal fees and expenses from the filing of the Debtors’ chapter 11 cases to the Effective Date up to a cap of $5 million; and 2.3 Not propose any Plan premised upon the use of section 382(l)(5) of the Internal Revenue Code and will propose only a Plan premised upon the use of section 382(l)(6) of the Internal Revenue Code; and 2.4 Engage in good faith negotiations with the other Parties and other parties in interest regarding the Plan, Disclosure Statement and other definitive documents that are consistent with this Agreement and that resolve all unresolved items reflected herein and/or are necessary to the implementation of the transactions contemplated by this Agreement; including, without limitation: a. Using reasonable best efforts to negotiate with parties in interest and thereafter file the Plan and the Disclosure Statement by September 3, 2007; and b. Use reasonable best efforts to obtain entry by the Bankruptcy Court of the Confirmation Order on or before February 28, 2008.

OBLIGATIONS OF THE DEBTORS. The (a) Subject to entry into appropriate confidentiality agreements, each of the Debtors presently believe thatshall permit and facilitate any and all due diligence necessary to consummate the Restructuring, subject to including: (i) cooperating fully with the exercise Plan Sponsor and the Consenting Senior Noteholders and each of their fiduciary duties respective officers, directors, employees, and advisors, in furnishing information, as debtors and debtors-in-possession (after consultation when requested, including with outside legal and financial advisors), prompt consummation of the Plan will facilitate respect to the Debtors’ reorganization financial affairs, finances, financial condition, and is business operations; (ii) authorizing the Plan Sponsor and the Consenting Senior Noteholders to meet and/or have discussions with any of its officers, directors, employees, and advisors from time to time as reasonably requested by the Plan Sponsor or the Consenting Senior Noteholders to discuss any matters regarding the Debtors’ financial affairs, finances, financial condition, and business operations; and (iii) directing and authorizing all such persons and entities to fully disclose to the Plan Sponsor or the Consenting Senior Noteholders all information requested by the Plan Sponsor or the Consenting Senior Noteholders regarding the foregoing. (b) Each of the Debtors shall: (i) no later than 11:59 p.m., prevailing Central Time, on June 2, 2016 (the “Petition Date”), commence the Chapter 11 Cases in the best interests Bankruptcy Court; (ii) no later than the Petition Date, file a motion (the “Financing Motion”) for entry of their creditorsthe Interim Financing Order and the Final Financing Order; (iii) no later than five (5) days after the Petition Date, shareholders and other parties-in-interest. Accordinglycause the Bankruptcy Court to have entered the Interim Financing Order; (iv) no later than fourteen (14) days after the Petition Date, the Debtors hereby agree, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal and financial advisors), to use reasonable best efforts to propose the Plan and prosecute confirmation and consummation thereof. Subject to the foregoing, for as long as this Agreement remains in effect, the Debtors agree to: 2.1 Prepare and file with the Bankruptcy Court a motion the Agreed Restructuring Plan and the Disclosure Statement; (v) no later than forty-five (45) days after the Petition Date, cause the Bankruptcy Court to have entered the Final Financing Order; (vi) no later than forty (40) days after filing the Disclosure Statement, cause the Bankruptcy Court to have entered an order approving the adequacy of the Disclosure Statement (the “MotionDisclosure Statement Order”); (vii) no later than fifty (50) days after the entry of the Disclosure Statement Order, cause the Bankruptcy Court to have entered the Confirmation Order; (viii) no later than twenty-five (25) days after the entry of the Confirmation Order, cause the effective date of the Agreed Restructuring Plan (the “Plan Effective Date”) seeking an orderto occur. (c) Each of the Parties shall distribute draft copies of all motions, which applications (including retention applications), proposed orders, pleadings, and other related documents that such Party intends to file with the Bankruptcy Court to counsel to each of the Debtors, the Plan Sponsor, and the Initial Consenting Senior Noteholders, at least three (3) Business Days prior to the date when such Party intends to file such document; provided that with respect to any such document that is or relates to a Definitive Document, such document shall be provided at least five (5) Business Days prior to the date when such Party intends to file such Definitive Document or document related thereto, and prior to any such filing shall consult in good faith with the other Parties regarding the form and substance of any such proposed filing; provided, further, that in the event of exigent circumstances that are not reasonably acceptable foreseen, each of the Parties shall use its best efforts to distribute such draft copies at the USWearliest practicable time. (d) Each of the Debtors shall (i) operate its business in the ordinary course, including maintaining its accounting methods, using commercially reasonable efforts to preserve its assets and business relationships, continuing its billing and collection procedures, using commercially reasonable efforts to retain key employees, and maintaining its business records in accordance with its past practices, and (ii) not sell, transfer, or otherwise dispose of any material portion of its assets, other than hydrocarbons in the UAW ordinary course of business and Centerbridge, from other than as permitted in the Interim Financing Order and/or the DIP Credit Agreement. (e) Each of the Parties shall timely file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) approving and authorizing directing the Debtors appointment of a trustee or an examiner with the authority to enter into operate the Union Settlement Agreements, the Investment Agreement and this Agreement; (ii) authorizing payment Debtors’ businesses pursuant to section 1104 of the Expense Reimbursement, the Termination Fee, the Commitment Fee and the Break-up Fee (as such terms are defined in the Investment Agreement) pursuant to, and on the terms and conditions set forth in, Article VII of the Investment Agreement; and (iii) determining that the Parties’ entry into, and performance of, their obligations under the Union Settlement Agreements, the Investment Agreement and this Agreement do not violate any law, including the Bankruptcy Code, and do not give rise (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases. (f) Each of the Parties shall timely file a formal objection to any claim motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or remedy against terminating the PartiesDebtors’ exclusive right to file and/or solicit acceptances of a chapter 11 plan; andprovided that nothing in this Agreement shall prohibit or restrict the rights of the Parties to seek to have the Agreed Restructuring Plan confirmed. 2.2 Not object (g) Each of the Debtors shall not enter into a new employment agreement or amend, restate, or otherwise change the compensation for any member of management prior to any application under section 503(b) or inclusion as part the consummation of the Restructuring without the prior written consent of the Plan under section 1129(a)(4Sponsor. (h) by Stroock for its representation Each of the Ad Hoc Group for payment of its reasonable legal fees Debtors shall not assume, assume and expenses from assign, or reject any executory contracts or unexpired leases without the filing prior written consent of the Debtors’ chapter 11 cases to the Effective Date up to a cap of $5 million; and 2.3 Not propose any Plan premised upon the use of section 382(l)(5) of the Internal Revenue Code and will propose only a Plan premised upon the use of section 382(l)(6) of the Internal Revenue Code; and 2.4 Engage in good faith negotiations with the other Parties and other parties in interest regarding the Plan, Disclosure Statement and other definitive documents that are consistent with this Agreement and that resolve all unresolved items reflected herein and/or are necessary to the implementation of the transactions contemplated by this Agreement; including, without limitation: a. Using reasonable best efforts to negotiate with parties in interest and thereafter file the Plan and the Disclosure Statement by September 3, 2007; and b. Use reasonable best efforts to obtain entry by the Bankruptcy Court of the Confirmation Order on or before February 28, 2008Sponsor.

OBLIGATIONS OF THE DEBTORS. The Debtors presently believe that, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal counsel) by each Debtor of its fiduciary duties as a debtor and financial advisors)debtor-in-possession in the Chapter 11 Cases, prompt consummation of the Plan will facilitate the Debtors’ reorganization businesses and financial restructuring and is in the best interests of their creditors, shareholders shareholders, and other parties-in-interest. Accordingly, the Debtors hereby agree, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal counsel) by each Debtor of its fiduciary duties as a debtor and financial advisors)debtor-in-possession in the Chapter 11 Cases, to use commercially reasonable best efforts to propose the Plan and prosecute obtain confirmation and consummation thereofof the Plan; provided, however, that any failure by the Debtors to take any such actions shall not create any claim (administrative or otherwise) or cause of action against the Debtors or any of their affiliates. Subject to the foregoingforegoing and to Delphi and GM reaching agreement on the Delphi/GM Definitive Documents on or before January 31, 2007 or such later date as the Debtors shall agree, for as so long as this Agreement remains in effect, the Debtors agree to: 2.1 1.1 Subject to the terms of applicable non-disclosure agreements, provide the Plan Investors and their counsel, accountants, financial advisors and other representatives with access to information and personnel so that the Plan Investors can complete their due diligence review of Delphi and its subsidiaries within the timeframe contemplated by the Investment Agreement; 1.2 Subject to the terms of applicable non-disclosure agreements, promptly provide the Plan Investors with information regarding the results of operations and other activities and negotiations related to the Transformation Plan, settlement of the Designated Issues and the Plan; 1.3 Prepare and file with the Bankruptcy Court no later than December 18, 2006, a motion (the “Initial Motion”) seeking an order, which shall be in form and substance reasonably acceptable to the USW, the UAW and Centerbridge, order from the Bankruptcy Court (i) approving and authorizing the Debtors to enter into the Union Settlement Agreements, the Investment Agreement and this Agreement; (ii) authorizing payment of the Expense Reimbursement, the Termination FeeTransaction Expenses, the Commitment Fee Fees and the Break-up Alternate Transaction Fee (as such terms are defined in the Investment Agreement) pursuant to, and on the terms and conditions set forth in, Article VII of in the Investment Agreement; , (iii) approving and authorizing the Debtors to enter into this Agreement and (iiiiv) determining that the Parties’ entry into, and performance of, their obligations under the Union Settlement Agreements, the Investment Agreement and this Agreement do does not violate any law, including the Bankruptcy Code, and do does not give rise to any claim or remedy against the Parties; and 2.2 Not object to Parties including, without limitation, designating the vote of GM or any application under section 503(b) or inclusion as part of Plan Investor on the Plan under section 1129(a)(41125(e) by Stroock for its representation of the Ad Hoc Group for payment Bankruptcy Code; 1.4 Use commercially reasonable efforts to have the Bankruptcy Court enter an order (the “Initial Approval Order”) granting the relief requested in the Initial Motion, on or before January 5, 2007; 1.5 Use commercially reasonable efforts to prepare and distribute to each Party no later than January 31, 2007 drafts of its (i) the Plan, (ii) a disclosure statement with respect to the Plan (the “Disclosure Statement”), and (iii) a registration statement to be filed with the Securities and Exchange Commission (the “Registration Statement”) relating to the Rights Offering; 1.6 Use commercially reasonable legal fees efforts to obtain entry by the Bankruptcy Court of an order approving the Disclosure Statement (the “Disclosure Statement Order”) on or before April 5, 2007; 1.7 Subject to (and expenses from the filing conditioned upon) entry of the Debtors’ chapter 11 cases Disclosure Statement Order, use commercially reasonable efforts to solicit the Effective Date up requisite votes in favor of the Plan, obtain confirmation by the Bankruptcy Court of the Plan, obtain the debt financings contemplated by the Plan and cause the effective date of the Plan to occur on or before the later of (a) July 31, 2007 or (b) the first business day that is 180 days following the date on which the diligence out in the Investment Agreement is no longer able to be exercised as a cap result of $5 millionwaiver or the passage of time; 1.8 Use commercially reasonable efforts to cause the Registration Statement to become effective during the period approved for the commencement of solicitation of votes on the Plan; and 2.3 Not propose any Plan premised upon the use of section 382(l)(5) of the Internal Revenue Code and will propose only a Plan premised upon the use of section 382(l)(6) of the Internal Revenue Code; and 2.4 1.9 Engage in good faith negotiations with the other Parties and other parties in interest regarding the Plan, Disclosure Statement and other definitive documents that are materially consistent with this Agreement and that resolve all unresolved items reflected herein and/or are necessary to the implementation of the transactions contemplated by this Agreement; includingAgreement (collectively, without limitation: a. Using reasonable best efforts to negotiate with parties in interest and thereafter file the Plan and the Disclosure Statement by September 3, 2007; and b. Use reasonable best efforts to obtain entry by the Bankruptcy Court of the Confirmation Order on or before February 28, 2008“Definitive Documents”).

OBLIGATIONS OF THE DEBTORS. The Debtors presently believe that, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal counsel) by each Debtor of its fiduciary duties as a debtor and financial advisors)debtor-in-possession in the Chapter 11 Cases, prompt consummation of the Plan will facilitate the Debtors’ reorganization ' businesses and financial restructuring and is in the best interests of their creditors, shareholders shareholders, and other parties-in-interest. Accordingly, the Debtors hereby agree, subject to the exercise of their fiduciary duties as debtors and debtors-in-possession (after consultation with outside legal counsel) by each Debtor of its fiduciary duties as a debtor and financial advisors)debtor-in-possession in the Chapter 11 Cases, to use commercially reasonable best efforts to propose the Plan and prosecute obtain confirmation and consummation thereofof the Plan; provided, however, that any failure by the Debtors to take any such actions shall not create any claim (administrative or otherwise) or cause of action against the Debtors or any of their affiliates. Subject to the foregoingforegoing and to Delphi and GM reaching agreement on the Delphi/GM Definitive Documents on or before January 31, 2007 or such later date as the Debtors shall agree, for as so long as this Agreement remains in effect, the Debtors agree to: 2.1 1.1 Subject to the terms of applicable non-disclosure agreements, provide the Plan Investors and their counsel, accountants, financial advisors and other representatives with access to information and personnel so that the Plan Investors can complete their due diligence review of Delphi and its subsidiaries within the timeframe contemplated by the Investment Agreement; 1.2 Subject to the terms of applicable non-disclosure agreements, promptly provide the Plan Investors with information regarding the results of operations and other activities and negotiations related to the Transformation Plan, settlement of the Designated Issues and the Plan; 1.3 Prepare and file with the Bankruptcy Court no later than December 18, 2006, a motion (the “"Initial Motion”") seeking an order, which shall be in form and substance reasonably acceptable to the USW, the UAW and Centerbridge, order from the Bankruptcy Court (i) approving and authorizing the Debtors to enter into the Union Settlement Agreements, the Investment Agreement and this Agreement; (ii) authorizing payment of the Expense Reimbursement, the Termination FeeTransaction Expenses, the Commitment Fee Fees and the Break-up Alternate Transaction Fee (as such terms are defined in the Investment Agreement) pursuant to, and on the terms and conditions set forth in, Article VII of in the Investment Agreement; , (iii) approving and authorizing the Debtors to enter into this Agreement and (iiiiv) determining that the Parties’ ' entry into, and performance of, their obligations under the Union Settlement Agreements, the Investment Agreement and this Agreement do does not violate any law, including the Bankruptcy Code, and do does not give rise to any claim or remedy against the Parties; and 2.2 Not object to Parties including, without limitation, designating the vote of GM or any application under section 503(b) or inclusion as part of Plan Investor on the Plan under section 1129(a)(41125(e) by Stroock for its representation of the Ad Hoc Group for payment Bankruptcy Code; 1.4 Use commercially reasonable efforts to have the Bankruptcy Court enter an order (the "Initial Approval Order") granting the relief requested in the Initial Motion, on or before January 5, 2007; 1.5 Use commercially reasonable efforts to prepare and distribute to each Party no later than January 31, 2007 drafts of its (i) the Plan, (ii) a disclosure statement with respect to the Plan (the "Disclosure Statement"), and (iii) a registration statement to be filed with the Securities and Exchange Commission (the "Registration Statement") relating to the Rights Offering; 1.6 Use commercially reasonable legal fees efforts to obtain entry by the Bankruptcy Court of an order approving the Disclosure Statement (the "Disclosure Statement Order") on or before April 5, 2007; 1.7 Subject to (and expenses from the filing conditioned upon) entry of the Debtors’ chapter 11 cases Disclosure Statement Order, use commercially reasonable efforts to solicit the Effective Date up requisite votes in favor of the Plan, obtain confirmation by the Bankruptcy Court of the Plan, obtain the debt financings contemplated by the Plan and cause the effective date of the Plan to occur on or before the later of (a) July 31, 2007 or (b) the first business day that is 180 days following the date on which the diligence out in the Investment Agreement is no longer able to be exercised as a cap result of $5 millionwaiver or the passage of time; 1.8 Use commercially reasonable efforts to cause the Registration Statement to become effective during the period approved for the commencement of solicitation of votes on the Plan; and 2.3 Not propose any Plan premised upon the use of section 382(l)(5) of the Internal Revenue Code and will propose only a Plan premised upon the use of section 382(l)(6) of the Internal Revenue Code; and 2.4 1.9 Engage in good faith negotiations with the other Parties and other parties in interest regarding the Plan, Disclosure Statement and other definitive documents that are materially consistent with this Agreement and that resolve all unresolved items reflected herein and/or are necessary to the implementation of the transactions contemplated by this Agreement; includingAgreement (collectively, without limitation: a. Using reasonable best efforts to negotiate with parties in interest and thereafter file the Plan and the Disclosure Statement by September 3, 2007; and b. Use reasonable best efforts to obtain entry by the Bankruptcy Court of the Confirmation Order on or before February 28, 2008"Definitive Documents").