Common use of Guarantees; Letters of Credit Clause in Contracts

Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta or Ultra Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a), to the extent that they relate to Delta Liabilities or Ultra Liabilities (as applicable). (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guarantees, furnish letters of credit, institute escrow arrangements, post surety or performance bonds or make other arrangements as the counterparty may reasonably request in connection with obtaining a Guaranty Release. (c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.13, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 6) and shall or shall cause another member of its Group, as subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Lease, in the event a Guaranty Release is not obtained and Ultra wishes to extend the term of such guaranteed lease, then Ultra shall have the option of extending the term if it provides such security to Delta as is reasonably satisfactory to the member of the Delta Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except If any member of the LQ Parent Group or the CPLG Group (an “Existing Guarantor”) shall remain as otherwise specified the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor in favor of any Ancillary Agreementmember of the other Group (a “Guaranteed Party”) to which it is a party, at or prior to the Effective Time or as soon as practicable thereafter, each Party (i) LQ Parent shall (with the reasonable cooperation of the applicable member of the other Party’s CPLG Group) use commercially its reasonable best efforts to have the applicable members any member of the other Party’s CPLG Group removed as guarantor of or obligor for any Delta or Ultra LQ Parent Retained Liability (as applicable)to the fullest extent permitted by applicable Law, including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.8(a)(i), to the extent that they relate to Delta Liabilities LQ Parent Retained Liabilities, and (ii) CPLG shall (with the reasonable cooperation of the applicable member of the LQ Parent Group) use reasonable best efforts to have any member of the LQ Parent Group removed as guarantor of or Ultra Liabilities obligor for any Separated Real Estate Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.8(a)(ii), to the extent that they relate to Separated Real Estate Liabilities; provided, however, that no Party shall be obligated to pay any consideration (as applicableor otherwise incur any Liability or obligation) therefor to any third party from whom any such release is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party). (b) At or prior to the Effective Time, to To the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.8(a): (i) of any member of the other Party’s LQ Parent Group, each Party shallCPLG shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which CPLG would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the CPLG Group, LQ Parent shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as applicableis agreed to by the relevant parties to such guaranty agreement, execute substitute guaranteesexcept to the extent that such existing guaranty contains representations, furnish letters of credit, institute escrow arrangements, post surety covenants or performance bonds other terms or make other arrangements as the counterparty may provisions either (A) with which LQ Parent would be reasonably request in connection with obtaining a Guaranty Releaseunable to comply or (B) which would be reasonably expected to be breached. (c) If either Party LQ Parent or CPLG has not yet obtained, or caused to be obtained, or is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.13Guaranty Release, (i) the relevant member of the LQ Parent Group or CPLG Group, as applicable, that has Assumed the underlying Liability with respect to such Party guarantee shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Section 6Article VI) and shall or shall cause another member one of its GroupSubsidiaries to, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; guarantor or obligor thereunder and (ii) such Party each of LQ Parent and CPLG, on behalf of itself and the members of its respective Group, agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any the other Party or member of the such other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member other Party and the other members of the such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Leaseleases, in the event a Guaranty Release is not obtained and Ultra the relevant beneficiary wishes to extend the term of such guaranteed lease, then Ultra such beneficiary shall have the option of extending the term if it provides such security to Delta as is reasonably satisfactory to the member of the Delta Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta CSC or Ultra Computer Sciences GS Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.11(a)(ii), to the extent that they relate to Delta CSC Liabilities or Ultra Computer Sciences GS Liabilities (as applicable). (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guaranteesa guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, furnish letters of creditexcept to the extent that such existing guaranty contains representations, institute escrow arrangements, post surety covenants or performance bonds other terms or make other arrangements as the counterparty may provisions either (A) with which such Party would be reasonably request in connection with obtaining a Guaranty Releaseunable to comply or (B) which would be reasonably expected to be breached. (c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.132.11, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 67) and shall or shall cause another member of the its Group, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Computer Sciences GS Lease, in the event a Guaranty Release is not obtained and Ultra Computer Sciences GS wishes to extend the term of such guaranteed lease, then Ultra Computer Sciences GS shall have the option of extending the term if it provides such security to Delta CSC as is reasonably satisfactory to the member of the Delta CSC Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except for those Contracts and/or letters of credit set forth on Schedule 2.11(a)(i) where (x) Leidos shall remain as guarantor or obligor with respect thereto and (y) New SAIC shall indemnify and hold harmless the Leidos Indemnitees for any Loss arising from or relating thereto (in accordance with the provisions of Article VII) or as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party New SAIC shall (with the reasonable cooperation of the applicable member of the other Party’s Leidos Group) use commercially reasonable efforts to have the applicable members of the other Party’s Leidos Group removed as guarantor of or obligor for any Delta or Ultra Liability (as applicable)New SAIC Liability, including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.11(a)(ii), to the extent that they relate to Delta Liabilities or Ultra Liabilities (as applicable)New SAIC Liabilities. (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Leidos Group, each Party New SAIC shall, as applicable, execute substitute guaranteesa guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, furnish letters of creditexcept to the extent that such existing guaranty contains representations, institute escrow arrangements, post surety covenants or performance bonds other terms or make other arrangements as the counterparty may provisions either (A) with which New SAIC would be reasonably request in connection with obtaining a Guaranty Releaseunable to comply or (B) which would be reasonably expected to be breached. (c) If either Party New SAIC is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.132.11, (i) such Party New SAIC shall indemnify and hold harmless the member of the other Party’s Leidos Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 6Article VII) and shall or shall cause another member of its the New SAIC Group, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Leidos Group; provided, that New SAIC shall have no obligation to indemnify any such member of the Leidos Group with respect to any matter to the extent that such Loss arises from any such member of the Leidos Group’s willful breach or misconduct, knowing violation of Law, fraud, willful misrepresentation or gross negligence in connection therewith, in which case such member of the Leidos Group shall be responsible for such Liabilities and (ii) such Party New SAIC agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Leidos Group is or may be liable without the prior written consent of the other Party Leidos or such member of the other Party’s Leidos Group, unless all obligations of such member of the other Party’s Leidos Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party Leidos or such member of the other Party’s Leidos Group; provided, however, with respect to any Ultra New SAIC Lease, in the event a Guaranty Release is not obtained and Ultra New SAIC wishes to extend the term of such guaranteed lease, then Ultra New SAIC shall have the option of extending the term if it provides such security to Delta as is reasonably satisfactory to the member of the Delta Leidos Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except As soon as otherwise specified in any Ancillary Agreement, at or prior to reasonably practicable after the Effective Time or as soon as practicable thereafterTime, each Party shall (with the reasonable cooperation of the other applicable member of the other Party’s GroupParties) use its commercially reasonable efforts (which shall include offering to provide equivalent guarantees, indemnities or letters of credit) to have the applicable members any member of the any Group other than such Party’s Group removed as guarantor or indemnitor of or obligor for (or provide for a replacement letter of credit with respect to existing letters of credit) any Delta or Ultra Corresponding Liability (as applicable)of such Party’s Group, including in respect of those guarantees guarantees, indemnities and letters of credit set forth on Schedule 2.13(a2.10(a)(i), to the extent that they relate primarily to Delta Corresponding Liabilities or Ultra Liabilities (as applicable)of such Party’s Group. (b) At or prior to the Effective Time, to To the extent required to obtain a release from a guaranty or indemnity (a “Guaranty Release”) of any Party or a member of the other such Party’s Group, each Party shallthe other Parties (and the members of their respective Groups) in respect of which such guaranty or indemnity is or relates primarily to a Corresponding Liability shall execute a guaranty or indemnity agreement in the form of the existing guaranty or indemnity, except to the extent that such existing guaranty or indemnity contains representations, covenants or other terms or provisions either (A) with which such other Parties, as applicablethe case may be, execute substitute guarantees, furnish letters of credit, institute escrow arrangements, post surety would be reasonably unable to comply or performance bonds or make other arrangements as the counterparty may (B) which would be reasonably request in connection with obtaining a Guaranty Releaseexpected to be breached. (c) If either any Party is unable to obtain, or to cause to be obtained, any such required removal or replacement as set forth in clauses (a) and (b) of this Section 2.132.10, (i) such the Party which is (or whose Group member is) the relevant beneficiary shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Section 6Article VI) and shall or shall cause another member one of its GroupSubsidiaries, as agent or subcontractor for such guarantor or obligor, obligor to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; guarantor or obligor thereunder and (ii) such each Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any another Party or a member of the such other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member other Party and the other members of the such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Leaseleases, in the event a Guaranty Release is not obtained and Ultra such Party wishes to extend the term of such guaranteed lease, then Ultra such Party shall have the option of extending the term if it provides such security to Delta as is reasonably satisfactory to the member of the Delta Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta or Ultra Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.11(a), to the extent that they relate to Delta Liabilities or Ultra Liabilities (as applicable). (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guarantees, furnish letters of credit, institute escrow arrangements, post surety or performance bonds or make other arrangements as the counterparty may reasonably request in connection with obtaining a Guaranty Release. (c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.13, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 6) and shall or shall cause another member of the its Group, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Lease, in the event a Guaranty Release is not obtained and Ultra wishes to extend the term of such guaranteed lease, then Ultra shall have the option of extending the term if it provides such security to Delta as is reasonably satisfactory to the member of the Delta Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta CSC or Ultra CSRA Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.11(a), to the extent that they relate to Delta CSC Liabilities or Ultra CSRA Liabilities (as applicable). (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guaranteesa guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, furnish letters of creditexcept to the extent that such existing guaranty contains representations, institute escrow arrangements, post surety covenants or performance bonds other terms or make other arrangements as the counterparty may provisions either (A) with which such Party would be reasonably request in connection with obtaining a Guaranty Releaseunable to comply or (B) which would be reasonably expected to be breached. (c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.132.11, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 67) and shall or shall cause another member of the its Group, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra CSRA Lease, in the event a Guaranty Release is not obtained and Ultra CSRA wishes to extend the term of such guaranteed lease, then Ultra CSRA shall have the option of extending the term if it provides such security to Delta CSC as is reasonably satisfactory to the member of the Delta CSC Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta CSC or Ultra Computer Sciences GS Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.11(a), to the extent that they relate to Delta CSC Liabilities or Ultra Computer Sciences GS Liabilities (as applicable). (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guaranteesa guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, furnish letters of creditexcept to the extent that such existing guaranty contains representations, institute escrow arrangements, post surety covenants or performance bonds other terms or make other arrangements as the counterparty may provisions either (A) with which such Party would be reasonably request in connection with obtaining a Guaranty Releaseunable to comply or (B) which would be reasonably expected to be breached. (c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.132.11, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 67) and shall or shall cause another member of the its Group, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Computer Sciences GS Lease, in the event a Guaranty Release is not obtained and Ultra Computer Sciences GS wishes to extend the term of such guaranteed lease, then Ultra Computer Sciences GS shall have the option of extending the term if it provides such security to Delta CSC as is reasonably satisfactory to the member of the Delta CSC Group that is guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta CSC or Ultra CSRA Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a2.11(a), to the extent that they relate to Delta CSC Liabilities or Ultra CSRA Liabilities (as applicable). (b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guaranteesa guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, furnish letters of creditexcept to the extent that such existing guaranty contains representations, institute escrow arrangements, post surety covenants or performance bonds other terms or make other arrangements as the counterparty may provisions either (A) with which such Party would be reasonably request in connection with obtaining a Guaranty Releaseunable to comply or (B) which would be reasonably expected to be breached. (c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.132.11, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 67) and shall or shall cause another member of the its Group, Exhibit 2.1 as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra CSRA Lease, in the event a Guaranty Release is not obtained and Ultra CSRA wishes to extend the term of such guaranteed lease, then Ultra CSRA shall have the option of extending the term if it provides such security to Delta CSC as is reasonably satisfactory to the member of the Delta CSC Group that is guarantor under such guaranteed lease.