REAL ESTATE MATTERS AGREEMENT

CSC, acting directly and through its direct and indirect Subsidiaries, currently conducts the CSC Business and the CSRA Business;

CSC and CSRA have entered into the Master Separation and Distribution Agreement by and between CSC and CSRA dated as of the date hereof (the “Master Separation and Distribution Agreement”), in connection with the separation of the CSRA Business from CSC and the Distribution of CSRA Common Stock to stockholders of CSC;

in connection therewith, the Parties desire to enter into this Agreement.

“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

“Actual Closing” shall mean, with respect to each Leased Real Property, the consummation of the assignment or transfer of the rights, title and interest of CSC or its applicable Subsidiary in and to the Lease of such Leased Real Property to CSRA or one of its Subsidiaries.

“Ancillary Agreements” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Agreement” shall mean this Real Estate Matters Agreement, together with all amendments, modifications, and changes hereto entered into pursuant to Section 6.2.

“Business Day” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Contracts” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“CSC” shall have the meaning set forth in the preamble to this Agreement.

“CSC Group” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“CSC Indemnitees” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“CSRA” shall have the meaning set forth in the preamble to this Agreement.

“CSRA Business” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Distribution” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Distribution Date” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“El Segundo Facility” shall mean the real property located at 220 Continental Boulevard, El Segundo, California 90245.

“Falls Church Facility” shall mean the real property located at 3170 Fairview Park Drive, Falls Church, Virginia 22042.

“Guaranteed Leases” shall mean any Leases as to which CSC or any member of the CSC Group has not received a Release and as to which Obligations remain at the time any determination with respect thereto is made.

“Guaranteed Properties” shall mean any Leased Real Properties leased, used or occupied under any Guaranteed Leases.

“Guaranteed Rent” shall mean the aggregate annual rent, additional rent and other charges, costs and expenses that CSRA or any of its Subsidiaries is required to pay to the Landlords under the Guaranteed Leases from time to time through the remaining terms of the Guaranteed Leases, regardless of such Person’s volume of business.

“Hanover Facility” shall mean the real property located at 7459 Candlewood Road, Hanover, Maryland 21076.

“Landlord” shall mean (i) the holder of the landlord’s rights, title and interests in and to any Lease from time to time, (ii) with respect to the Lease Consents, any other Person from which any consent or waiver is required to assign any Lease or sublease any Leased Real Property to CSRA or its applicable Subsidiary on the terms and conditions of this Agreement, and (iii) with respect to the release of all Liabilities of CSC or any of its Subsidiaries under any Lease, any other Person having the right to enforce any such Liabilities.

“Lease” shall mean, with respect to each Leased Real Property, any lease, sublease or other agreement under which CSC or its applicable Subsidiary (including, for the avoidance of doubt, through any division of CSC or any such Subsidiary) holds a leasehold interest in such Leased Real Property or has the right to use or occupy such Leased Real Property, together with any amendments or extensions of such leases, subleases or agreements, any guaranty of such lease, sublease or agreement by any member of the CSC Group, and any other agreements affecting such leases, subleases or agreements, such leasehold interest or the use and occupancy of such Leased Real Property.

“Lease Consents” shall mean all consents under, or amendments or waivers of any provision of, any Leases required (i) to assign the Lease or sublease the applicable Leased Real Property to CSRA or its applicable

“Lease Requiring Consent” shall mean any Lease (i) which prohibits the assignment of such Lease, or the sublease of the applicable Leased Real Property, to CSRA or its applicable Subsidiary or (ii) under which the consent of any Landlord is required for assignment of such Lease, or the sublease of the applicable Leased Real Property, to CSRA or such Subsidiary, on the terms and conditions of this Agreement or, in order to prevent a breach or default thereunder, in connection with the consummation of the Distribution.

“Lease Requiring Notice” shall mean any Lease under which notice to any Landlord is required for assignment of such Lease, or the sublease of the applicable Leased Real Property, to CSRA or its applicable Subsidiary, on the terms and conditions of this Agreement or, in order to prevent a breach or default thereunder, in connection with the consummation of the Distribution.

“Leased Real Properties” shall mean those real properties, including without limitation any land, buildings, fixtures and other improvements constituting real property, leased or otherwise used and occupied by CSC or one of its Subsidiaries and identified in Schedule 2.2, together with (i) all easements, rights-of-way, restrictions, reservations and other rights and interests appurtenant to such real properties and (ii) all of CSC’s or such Subsidiary’s rights, interests and obligations under any subleases, licenses or other agreements regarding the use or occupancy of all or any portion of any such real property.

“Letter of Credit” shall mean an irrevocable standby letter of credit in the Required Amount issued by a Qualified Bank for the benefit of CSC on terms and conditions satisfactory to CSC.

“Letter of Credit Term” shall have the meaning set forth in Section 5.1(b) of this Agreement.

“Liabilities” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Loss” or “Losses” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Master Separation and Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Obtaining Party” shall have the meaning set forth in Section 2.6(b) of this Agreement.

“Obligations” shall mean all Liabilities of CSC or its Subsidiaries as lessee, assignor, sublessor, guarantor or otherwise under or relating to any Lease, including, without limitation, any guarantee, surety, letter of credit, security deposit or other security which CSC or its Subsidiaries have provided or will provide to a Landlord with respect to any Lease, to the extent such Liabilities have not expired, terminated or been fully and unconditionally released.

“Owned Real Properties” shall mean (i) that real property, including without limitation all land and any buildings, fixtures and other improvements on such land, owned by CSC or one of its Subsidiaries located at 3170 Fairview Park Drive, Falls Church, Virginia 22042 and (ii) that real property, including without limitation all land and any buildings, fixtures and other improvements on such land, owned by CSC or one of its Subsidiaries located at 142 Hershal Windham Drive and 500 Industrial Boulevard, each in Daleville, Alabama 36322, in each case together with (A) all easements, rights-of-way, restrictions, reservations and other rights and interests appurtenant to such real properties and (B) such owners’ rights, interests and

“Party” or “Parties” shall have the meaning set forth in the preamble to this Agreement.

“Person” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Properties” shall mean the Owned Real Properties and the Leased Real Properties.

“Proposed Transfer” shall have the meaning set forth in Section 5.4.

“Proposed Transferee” shall have the meaning set forth in Section 5.4.

“Qualified Bank” shall be a financial institution with a minimum rating of A by Standard & Poor’s or a minimum rating of A2 by Moody’s Investors Services.

“Related Property” shall have the meaning set forth in Section 4.2(b) of this Agreement.

“Release” shall mean, with respect to each Lease, the unconditional release of all Liabilities of CSC or its Subsidiaries under such Lease, including, without limitation, the termination and return of any guarantee, surety, letter of credit, security deposit or other security which CSC or any of its Subsidiaries has provided to any Landlord with respect to such Lease.

“Required Amount” shall mean one hundred percent (100%) of the Guaranteed Rent.

“Sterling Facility” shall mean the real property located at 45154 Underwood Lane, Sterling, Virginia 20166.

“Subsidiary” shall have the meaning set forth in the Master Separation and Distribution Agreement.

“Surviving Person” shall have the meaning set forth in Section 5.1(a).

“Transaction” shall have the meaning set forth in Section 5.1(a).

“Transfer” shall mean transfer, contribute, distribute, assign, and/or convey (and deliver, as applicable), or cause to be transferred, contributed, distributed, assigned, and/or conveyed (and delivered, as applicable).

“Virginia Courts” shall have the meaning set forth in Section 6.6.

Lease ConsentsCSC has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to (i) the assignment of the Lease by CSC or its applicable Subsidiary to CSRA or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of CSRA that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consents.

CSRA shall cooperate as reasonably requested by CSC to obtain the Lease Consents. Neither CSC nor any of its Subsidiaries shall have any liability to CSRA or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if CSRA so requests in writing, CSC shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consent.

CSRA shall use its commercially reasonable efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation:

if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and

if required by any Landlord with respect to any Lease Requiring Consent, providing, or causing another Person (other than CSC or any other member of the CSC Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet the reasonable requirements of the Landlord with respect to the creditworthiness of CSRA or its designated Subsidiary.

ReleasesCSC and CSRA shall use their respective commercially reasonable efforts to obtain a Release from each Landlord with respect to each Lease and to satisfy promptly, or cause its designated Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all of the lawful and reasonable requirements of each Landlord in obtaining each Release; provided, however, that neither CSC nor CSRA shall be required to commence or pursue any Action, nor shall CSC be required to pay any consideration or incur any cost or otherwise offer or grant any accommodation (financial or otherwise), to obtain any Release.

Without limiting the foregoing, CSRA shall, or shall cause its designated Subsidiaries to, use commercially reasonable efforts to satisfy promptly, all of the lawful and reasonable requirements of each Landlord in obtaining each Release, including, without limitation:

if required by the Landlord with respect to any Lease, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease during the remainder of the term of such Lease; and

if required by the Landlord with respect to any Lease, providing, or causing another Person (other than CSC or any other member of the CSC Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet the reasonable requirements of the Landlord with respect to the creditworthiness of CSRA or its designated Subsidiary.

To the extent that CSC or CSRA does not obtain a Release from each Landlord with respect to any Lease, CSRA shall indemnify, defend, protect and hold harmless the CSC Indemnitees from and against, and shall reimburse each CSC Indemnitee for, all Losses incurred by any CSC Indemnitee following the Distribution Date as a result of (i) all Obligations or the failure by CSRA or any of its Subsidiaries to pay, perform, observe and discharge all Obligations or (ii) CSRA’s or its applicable Subsidiary’s use or occupancy of the respective Leased Real Properties under each such Lease, including without limitation CSRA’s or such Subsidiary’s use or occupancy of any Leased Real Property under Section 2.5 of this Agreement.

Without limiting the foregoing, to the extent that CSRA does not obtain a Release within ninety (90) days after the Distribution Date with respect to any Guaranteed Lease with a remaining term of more than eighteen (18) months, CSC may require CSRA or its applicable Subsidiary to offer to pay to the Landlord

Temporary OccupancyIn the event that the Actual Closing for any Leased Real Property does not occur on or before the Distribution Date, CSC and CSRA shall use their respective commercially reasonable efforts to allow CSRA to occupy such Leased Real Property upon the terms and conditions contained in the relevant Lease and until the Actual Closing for such Leased Real Property; provided, however, that if an enforcement action or forfeiture by the relevant Landlord due to CSRA’s or its applicable Subsidiary’s occupation of such Leased Real Property constituting a breach of a Relevant Lease cannot, in the reasonable opinion of CSC, be avoided other than by requiring CSRA or its applicable Subsidiary to promptly vacate the relevant Leased Real Property, CSC may, by notice to CSRA, promptly require CSRA or its applicable Subsidiary to vacate the relevant Leased Real Property on not less than ten (10) days prior written notice. CSRA will be responsible for all Losses incurred by CSC or any of its Subsidiaries as a consequence of such occupation. Neither CSRA nor its applicable Subsidiary shall be entitled to make any claim or demand against, or obtain reimbursement from, CSC or any of its Subsidiaries with respect to any Losses incurred by CSRA or its applicable Subsidiary as a consequence of being obliged to vacate the Leased Real Property or in obtaining alternative premises, including, without limitation, any Action or forfeiture which a Landlord may take against CSRA or its applicable Subsidiary.

Performance of LeasesFollowing the Distribution Date, whether or not (i) the Actual Closing with respect to any Leased Real Property has occurred, (ii) CSRA or its applicable Subsidiary occupies such Leased Real Property under Section 2.5 of this Agreement or subleases such Leased Real Property under Section 2.7 of this Agreement or (iii) Computer Sciences GS or its applicable Subsidiary is required to vacate such Leased Real Property under Section 2.5 of this Agreement, CSRA shall pay, perform, observe and discharge promptly when due, or cause its applicable Subsidiary to pay, perform, observe and discharge promptly when due, all Obligations under the Lease of such Leased Real Property; provided, however, that if, prior to an Actual Closing, a Landlord refuses to accept direct payment, performance, observation or other discharge of Obligations by CSRA or its applicable Subsidiary, then CSC, at CSRA’s or its applicable Subsidiary’s request, shall make such payment, performance, observation or otherwise discharge such Obligations until such Actual Closing, subject to CSC’s receipt of payment from CSRA or its applicable Subsidiary of all rent and other amounts payable under the applicable Lease prior to payment by CSC to the Landlord; and provided, further, that if Computer Sciences GS or its applicable Subsidiary is required to vacate such Leased Real Property under Section 2.5 of this Agreement, CSRA or its applicable Subsidiary shall pay to (if a Landlord refuses to accept direct payment, performance, observation or other discharge of Obligations by CSRA or its applicable Subsidiary), or be entitled to be reimbursed by (if a Landlord otherwise accepts direct payment, performance, observation or other discharge of Obligations by CSRA or its applicable Subsidiary), CSC or its designated Subsidiary, monthly in advance, fifty percent (50%) of the rent and other amounts payable under the applicable Lease for the remainder of the term of such Lease.

Upon (i) the Actual Closing with respect to any Guaranteed Property or (ii) the commencement of CSRA’s or its applicable Subsidiary’s occupancy of any Leased Real Property under Section 2.5 of this Agreement or sublease of any Leased Real Property under Section 2.7 of this Agreement, CSRA and each of its applicable Subsidiaries shall obtain and maintain all insurance, in such amounts and with such coverage, terms and conditions, as the tenant is required to maintain under each such Lease; provided, however, if, prior to an Actual Closing, a Landlord refuses to accept CSRA’s performance of the insurance requirements of any Lease or CSRA’s insurer does not recognize an insurable interest on behalf of CSRA, then CSC at

CSC shall use commercially reasonable efforts to promptly deliver to CSRA or its applicable Subsidiary copies of all invoices, demands, notices and other communications received by CSC or its applicable Subsidiary or agents in connection with any of the Leased Real Properties or the Leases and shall, at CSRA’s cost and upon CSRA’s reasonable request, use commercially reasonable efforts to give notices and otherwise communicate on behalf of CSRA or its applicable Subsidiary with respect to matters relating to any Lease or Leased Real Property. CSRA shall use commercially reasonable efforts to promptly deliver to CSC copies of all demands, notices and other communications received by CSRA or its applicable Subsidiary or agents that allege any breach or default of any Lease, which breach or default could reasonably be expected to result in CSC or any of its Subsidiaries incurring any Liabilities under such Lease or relating to the applicable Leased Real Property.

Lease ExtensionsCSRA shall not enter into, and shall not permit its applicable Subsidiaries to enter into, any agreement renewing any Guaranteed Lease or extending the term of any Guaranteed Lease unless CSC is released from all Obligations, including any guaranty, surety and other security relating to such Guaranteed Lease. If CSRA or its Subsidiary wishes to remain in any Guaranteed Property after the expiration of the current term of any Guaranteed Lease, CSRA shall enter into, or cause its applicable Subsidiary to enter into, a new lease of such Guaranteed Property under which neither CSC nor any of its Subsidiaries shall have any Liabilities. If any Guaranteed Lease provides (a) a right or option to renew such Guaranteed Lease or extend the term of such Guaranteed Lease that the tenant under such Guaranteed Lease may exercise with respect to such Guaranteed Lease or (b) that such Guaranteed Lease shall renew or the term of such Guaranteed Lease shall be extended automatically if the tenant under such Guaranteed Lease fails to take an action to prevent such automatic renewal or extension, then, CSRA shall not exercise, and shall not permit its applicable Subsidiary to exercise, such right or option to renew such Guaranteed Lease or extend the term of such Guaranteed Lease, and CSRA shall take such action, or shall cause its applicable Subsidiary to take such action, as is necessary to prevent the automatic renewal of such Guaranteed Lease or the automatic extension of the term of such Guaranteed Lease. Neither CSC nor any of its Subsidiaries shall have any Liabilities under (i) any Lease that expires or is subject to renewal on or after the Distribution Date, or (ii) any new lease executed by CSRA or its Subsidiaries in connection with the CSRA Business on or after the Distribution Date.

As of the Effective Time, CSC’s corporate headquarters and CSRA’s corporate headquarters will be located at the Falls Church Facility.

CSC or its applicable Subsidiary (as lessee) and CSRA or its applicable Subsidiary (as lessor) have entered or shall enter into a lease of portions of the Falls Church Facility pursuant to a lease agreement substantially in the agreed form attached hereto as Exhibit 5.

CSRA shall provide CSC with a copy of any written notice of default, notice of alleged default or other notice that CSRA or any of its Subsidiaries receives from a Landlord or a lender with respect to any Guaranteed Lease that may result in an event of default, which copy shall be given to CSC as soon as

CSRA shall deliver to CSC, as soon as practicable and in any event no later than fifteen (15) Business Days after CSRA’s or any of its Subsidiaries’ receipt of any notice described in Section 4.1(a) hereof, a statement from CSRA concerning CSRA’s intentions with respect to said default or alleged default. CSC shall reasonably cooperate with any attempt by CSRA pursuant to this Section 4.1(b) to cure or contest a default or alleged default.

If CSRA indicates an intent to contest said default or alleged default, then CSRA shall engage legal counsel reasonably acceptable to CSC and shall diligently pursue such contest; provided, however, if CSC reasonably believes that CSRA is not likely to prevail in such contest and CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give CSRA written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease, and the Parties shall be thereafter be governed by Section 4.1(b)(iii).

If CSRA indicates its intent to cure such default or alleged default, CSRA shall cure said default or alleged default within the time period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, CSRA shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently with respect to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as CSRA is working diligently to cure such default or alleged default in accordance with the foregoing, CSC shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by CSRA with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if CSRA (A) provides written notice to CSC of its intention not to cure said default or alleged default, (B) fails to send any notice of its intentions, or (C) fails to cure a default or alleged default in accordance with its previous notice to CSC, or if CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give CSRA written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii).

If CSRA has not cured such default or alleged default within five (5) days after CSRA’s receipt of CSC’s written notice to CSRA pursuant to the final sentences of Sections 4.1(b)(i) or 4.1(b)(ii) (or, if such default or alleged default cannot be cured within such five (5) day period, CSRA has not commenced to cure and continued to diligently pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable

If CSC or any member of the CSC Group incurs any Losses as a result of a default or alleged default under any Guaranteed Lease by CSRA or any of its Subsidiaries, and if CSRA does not pay to CSC the full amount of such Losses promptly after receipt of notice of such Losses from CSC, CSC shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity.

CSRA, for itself and as agent for each of its Subsidiaries, hereby agrees to indemnify, defend (or, where applicable, pay the costs of defense for) and hold harmless the CSC Indemnitees from and against, and shall reimburse such CSC Indemnitees for, all Losses incurred by the CSC Indemnitees by reason of (i) the incurrence by any CSC Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal administrative costs of such CSC Indemnitees) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Indemnitees with respect to any Obligation, and (iii) any breach or default by CSRA or any of its Subsidiaries under any Guaranteed Lease. If any CSC Indemnitee incurs any such Losses, CSRA shall reimburse CSC for the full amount thereof, within ten (10) days after receiving a written demand for such Losses from CSC. In the event that, with the consent of CSC, CSRA assumes the defense of any CSC Indemnitee with respect to any Action arising out of any matter from and against which CSRA is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c), such defense shall include the employment of counsel reasonably satisfactory to CSRA and CSC and the payment by CSRA of all of such counsel’s fees and expenses. CSC shall not be liable for the payment of any settlement of any such Action effected by CSRA without the written consent of CSC. CSRA shall not, without the prior written consent of CSC (not to be unreasonably withheld or delayed), effect any settlement of any Action in respect of which any CSC Indemnitee is a party and from and against which CSRA is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c), unless such settlement is paid, in the first instance, by CSRA, contains no admission of wrongdoing on the part of any CSC Indemnitee, and includes an unconditional release of all CSC Indemnitees from all liability on all claims that are the subject matter of such Action. CSC agrees to cooperate reasonably with CSRA’s defense of any such Action, as reasonably requested by CSRA and at CSRA’s sole cost and expense.

CSC shall be entitled to all of the rights and remedies which CSC may have under this Agreement or any other Contract or at law or in equity;

CSC shall have the right to terminate the assignment to CSRA or its applicable Subsidiary of CSC’s or its applicable Subsidiary’s right, title and interest in and to the Guaranteed Lease with respect to which there exists a default following any notice and cure period provided for in such Guaranteed

If CSC exercises its right to terminate the assignment to CSRA of any Guaranteed Lease, CSC shall have the immediate right to possession and use of the Leased Real Property with respect to which such breach or event of default exists and any Related Property associated with such Leased Real Property, and, upon receiving the notice of termination of such Guaranteed Lease from CSC, CSRA shall quit and vacate, or shall cause its applicable Subsidiary and all other tenants and occupants of such Leased Real Property, to quit and vacate such Leased Real Property in accordance with the requirements of such Guaranteed Lease and broom clean, with all rubbish, debris and personal property belonging to CSRA or such Subsidiary, tenant or occupant (other than the Related Property) having been removed. If CSRA or any such Subsidiary, tenant or occupant shall fail to quit and vacate such Leased Real Property after receipt of such notice of termination in accordance with the requirements of the Guaranteed Lease, CSC shall have all rights and remedies available at law and in equity to evict CSRA, or such Subsidiary, tenant or occupant from such Leased Premises.

CSRA, for itself and as agent for each of its Subsidiaries, hereby irrevocably constitutes and appoints CSC its true and lawful attorney-in-fact for the purpose of carrying out the terms and provisions of this Section 4.2 after a breach or default under this Agreement or under any Guaranteed Lease (which continues after the giving of any notice and the expiration of any cure period provided under such Guaranteed Lease), in CSRA’s or such Subsidiary’s name and stead, (i) to secure and maintain the use and possession of any Leased Real Properties with respect to which any breach or event of default exists under any Guaranteed Lease and any Related Property, (ii) to take any and all actions which CSC reasonably deems necessary to protect, maintain and secure its interest in any such Leased Real Property and Related Property, and (iii) to put and substitute one or more agents, attorney or attorneys-in-fact for CSRA or any such Subsidiary to do, execute, perform and finish for CSRA or such Subsidiary those matters which shall be reasonably necessary or advisable, or which CSRA’s agent, attorney-in-fact or its substitute shall deem reasonably necessary or advisable, with respect to such Leased Real Property or Related Property, including, without limitation, executing on behalf of CSRA any instrument deemed necessary or advisable by CSC to evidence the termination of the previous assignment, and the assignment of CSRA’s or its Subsidiary’s rights, title and interests in and to such Guaranteed Lease under this Section 4.2, as thoroughly, amply and fully as CSRA could do personally. All such powers of attorney shall be deemed coupled with an interest and shall be irrevocable.

As long as the Guaranteed Rent in the aggregate through the remaining life of the Guaranteed Leases exceeds four million dollars ($4,000,000), prior to the completion by CSRA of any consolidation with or merger into any Person (or of any transaction involving or related to an acquisition of a controlling interest in CSRA or a sale of all or substantially all of CSRA’s assets on a consolidated basis) (in each case, a “Transaction”), the surviving Person of such Transaction (the “Surviving Person”) shall deliver to CSC a Letter of Credit in the Required Amount to support the Surviving Person’s obligations under this Agreement (on such terms and conditions as are reasonably acceptable to CSC); provided that no such Letter of Credit shall be required if the Surviving Person of such Transaction is rated as investment grade by Standard & Poor’s or Moody’s Investor Services following the completion of the Transaction

If the Surviving Person provides the Letter of Credit under Section 5.1(a), the Surviving Person shall be obligated to maintain the Letter of Credit in the Required Amount during the term commencing on the Distribution Date and terminating on the earlier of (i) the unconditional release, expiration or termination of all of CSC’s Obligations with respect to all Guaranteed Leases or (ii) the date on which the Guaranteed Rent falls below four million dollars ($4,000,000) (such term, the “Letter of Credit Term”).