Common use of Guarantees; Letters of Credit Clause in Contracts

Guarantees; Letters of Credit. (a) Except as otherwise set forth in Section 2.9(b), any member of the Autoliv Group, or the Veoneer Group, as applicable (an “Existing Guarantor”), shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor for the benefit of any member of another Group (a “Guaranteed Party”), and the applicable Guaranteed Party shall indemnify and hold harmless the Existing Guarantor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV). (b) With respect to those guarantees and/or letters of credit set forth on Schedule 2.9(b), Veoneer shall (with the reasonable cooperation of the applicable member of the Autoliv Group) use its commercially reasonably efforts to have any member of the Autoliv Group removed as guarantor of or obligor for any Veoneer Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(b), to the extent that they relate to Veoneer Liabilities. (c) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.9(b) of any member of the Autoliv Group, Veoneer shall, as applicable, 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 Veoneer, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Veoneer is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (b) and (c) of this Section 2.9, (i) the relevant member of Veoneer Group that has assumed the underlying Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) Veoneer, on behalf of itself and the members of its Groups, 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 Autoliv or member of Autoliv’s Group is or may be liable without the prior written consent of Autoliv, unless all obligations of Autoliv and the other members of Autoliv’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Autoliv; provided, however, with respect to leases, in the event a Guaranty Release is not obtained and the relevant beneficiary wishes to extend the term of such guaranteed lease, then such beneficiary shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise set forth in Section 2.9(b2.8(b), any member of the Autoliv HLT Group, the PK Group or the Veoneer HGV Group, as applicable (an “Existing Guarantor”), shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor for the benefit in favor of any member of another Group (a “Guaranteed Party”)) to which it is a party, and the applicable Guaranteed Party shall indemnify and hold harmless the Existing Guarantor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IVVII). (b) With respect to those guarantees and/or letters of credit set forth on Schedule 2.9(b2.8(b), Veoneer (i) HLT shall (with the reasonable cooperation of the applicable member of the Autoliv HGV Group or PK Group) use its commercially reasonable efforts to have any member of the HGV Group and/or the PK Group removed as guarantor of or obligor for any HLT Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.8(b)(i), to the extent that they relate to HLT Retained Liabilities, (ii) PK shall (with the reasonable cooperation of the applicable member of the HLT Group or HGV Group) use commercially reasonable efforts to have any member of the HLT Group and/or the HGV Group removed as guarantor of or obligor for any Ownership Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.8(b)(ii), to the extent that they relate to Ownership Liabilities and (iii) HGV shall (with the reasonable cooperation of the applicable member of the HLT Group or PK Group) use commercially reasonably efforts to have any member of the Autoliv HLT Group and/or the PK Group removed as guarantor of or obligor for any Veoneer Timeshare Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(b2.8(b)(iii), to the extent that they relate to Veoneer Timeshare Liabilities. (c) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.9(b2.8(b): (i) of any member of the Autoliv HLT Group, Veoneer PK and/or HGV shall, as applicable, 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 VeoneerPK or HGV, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached; (ii) of any member of the PK Group, HLT and/or HGV shall, as applicable, 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 HLT or HGV, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (iii) of any member of the HGV Group, HLT and/or PK, shall, as applicable, 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 HLT or PK, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Veoneer HLT, PK or HGV is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (b) and (c) of this Section 2.92.8, (i) the relevant member of Veoneer the HLT Group, PK Group or HGV Group, as applicable, that has assumed the underlying Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IVVII) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) Veoneereach of HLT, PK and HGV, on behalf of itself themselves and the members of its their respective Groups, agrees agree 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 Autoliv another Party or member of Autolivsuch Party’s Group is or may be liable without the prior written consent of Autolivsuch other Party, unless all obligations of Autoliv such other Party and the other members of Autolivsuch Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Autolivsuch Party; provided, however, with respect to leases, in the event a Guaranty Release is not obtained and the relevant beneficiary wishes to extend the term of such guaranteed lease, then such beneficiary shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

Guarantees; Letters of Credit. (a) Except as otherwise for those Contracts and/or letters of credit set forth in Section 2.9(b), any member of the Autoliv Group, or the Veoneer Group, as applicable on Schedule 2.11 (an “Existing Guarantor”), a) (i) where (x) Leidos shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor for the benefit of any member of another Group with respect thereto and (a “Guaranteed Party”), and the applicable Guaranteed Party y) New SAIC shall indemnify and hold harmless the Existing Guarantor Leidos Indemnitees for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV). (bVII) With respect or as otherwise specified in any Ancillary Agreement, at or prior to those guarantees and/or letters of credit set forth on Schedule 2.9(b)the Effective Time or as soon as practicable thereafter, Veoneer New SAIC shall (with the reasonable cooperation of the applicable member of the Autoliv Leidos Group) use its commercially reasonably reasonable efforts to have any member the applicable members of the Autoliv Leidos Group removed as guarantor of or obligor for any Veoneer New SAIC Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(b2.11(a)(ii), to the extent that they relate to Veoneer New SAIC Liabilities. (cb) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.9(b) of any member of the Autoliv Leidos Group, Veoneer New SAIC shall, as applicable, 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 Veoneer, as the case may be, New SAIC would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (dc) If Veoneer New SAIC is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (ba) and (cb) of this Section 2.92.11, (i) the relevant member of Veoneer Group that has assumed the underlying Liability with respect to such guaranty New SAIC shall indemnify and hold harmless the member of the Leidos Group that is guarantor or obligor thereunder for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IVVII) and shall or shall cause one another member of its Subsidiariesthe New SAIC Group, as agent or subcontractor for such guarantor or obligor obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor member of the 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 obligor thereunder 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) Veoneer, on behalf of itself and the members of its Groups, 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 Autoliv or any member of Autoliv’s the Leidos Group is or may be liable without the prior written consent of AutolivLeidos or such member of the Leidos Group, unless all obligations of Autoliv and such member of the other members of Autoliv’s Leidos Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to AutolivLeidos or such member of the Leidos Group; provided, however, with respect to leasesany New SAIC Lease, in the event a Guaranty Release is not obtained and the relevant beneficiary New SAIC wishes to extend the term of such guaranteed lease, then such beneficiary New SAIC shall have the option of extending the term if it provides such security as is reasonably satisfactory to the member of the Leidos Group that is guarantor under such guaranteed lease.