Common use of NOTE GUARANTORS Clause in Contracts

NOTE GUARANTORS. (a) From and after the date hereof, the Company will cause each Subsidiary that Guarantees payment of any Bank Indebtedness (other than the CD&R Notes) to execute and deliver to each Holder of CD&R Notes an instrument pursuant to which such Subsidiary will Guarantee payment of the CD&R Notes pursuant to the Guarantee and Collateral Agreement (or, if requested by any Secured Party, one or more other Note Security Documents in form and substance reasonably satisfactory to the Secured Parties), whereupon such Subsidiary will become a Note Guarantor for all purposes under this Agreement. (b) From and after the date hereof, the Parent shall Guarantee payment of the Transferred Notes in accordance with the terms of Annex A hereto. From and after the date hereof, the Company will cause each Domestic Subsidiary that is a Significant Subsidiary and that Guarantees Indebtedness of the Company (other than Bank Indebtedness), to execute and deliver to each Holder of Transferred Notes an instrument pursuant to which such Subsidiary will Guarantee payment of the Transferred Notes in accordance with the terms of Annex A hereto, whereupon such Subsidiary will become a Note Guarantor in respect of the Transferred Notes for all purposes under this Agreement, provided, however, each -------- such Guarantee in respect of a Transferred Note (a "Springing Guarantee") by a ------------------- Domestic Significant Subsidiary (a "Significant Subsidiary Guarantor") will be -------------------------------- subject to termination and discharge under the following circumstances: Each Significant Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Springing Guarantee, and such Springing Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) - in accordance with the terms of this Agreement of any Significant Subsidiary Guarantor or any interest therein by the Company or a Restricted Subsidiary, following which such Significant Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company for the purposes of this Agreement and with respect to the Notes, (ii) pursuant to the terms of its Springing Guarantee, (iii) at any -- --- time that such Significant Subsidiary Guarantor is released from all of its obligations under all of its Springing Guarantees of payment of Indebtedness (other than Bank Indebtedness) of the Company, (iv) upon the merger or -- consolidation of any Significant Subsidiary Guarantor with and into the Company or another Significant Subsidiary Guarantor that is the surviving Person in such merger or consolidation and (v) upon payment in full of the aggregate principal - amount of all Transferred Notes then outstanding and all other Guaranteed Obligations in respect of Transferred Notes then due and owing. Upon any such occurrence specified in the preceding sentence, each Holder of Transferred Notes shall execute any documents reasonably required in order to evidence such release, discharge and termination of such Significant Subsidiary Guarantee (at the expense of the Company).

NOTE GUARANTORS. (a) From and after the date hereof, the Company will cause each Subsidiary that Guarantees payment of any Bank Indebtedness (other than the CD&R Notes) to execute and deliver to each Holder of CD&R Barbados Notes an instrument pursuant to which such Subsidiary will Guarantee payment of the CD&R Barbados Notes pursuant to the Guarantee and Collateral Agreement (or, if requested by any Secured Party, one or more other Note Security Documents in form and substance reasonably satisfactory to the Secured Parties), whereupon such Subsidiary will become a Note Guarantor for all purposes under this Agreement. (b) From and after the date hereof, the Parent shall Guarantee payment of the Transferred Notes in accordance with the terms of Annex A hereto. From and after the date hereof, the Company will cause each Domestic Subsidiary that is a Significant Subsidiary and that Guarantees Indebtedness of the Company (other than Bank Indebtedness), to execute and deliver to each Holder of Transferred Notes an instrument pursuant to which such Subsidiary will Guarantee payment of the Transferred Notes in accordance with the terms of Annex A hereto, whereupon such Subsidiary will become a Note Guarantor in respect of the Transferred Notes for all purposes under this Agreement, provided, however, each -------- such Guarantee in respect of a Transferred Note (a "Springing Guarantee") by a ------------------- Domestic Significant Subsidiary (a "Significant Subsidiary Guarantor") will be -------------------------------- subject to termination and discharge under the following circumstances: Each Significant Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Springing Guarantee, and such Springing Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) - in accordance with the terms of this Agreement of any Significant Subsidiary Guarantor or any interest therein by the Company or a Restricted Subsidiary, following which such Significant Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company for the purposes of this Agreement and with respect to the Notes, (ii) pursuant to the terms of its Springing Guarantee, (iii) at any -- --- time that such Significant Subsidiary Guarantor is released from all of its obligations under all of its Springing Guarantees of payment of Indebtedness (other than Bank Indebtedness) of the Company, (iv) upon the merger or -- consolidation of any Significant Subsidiary Guarantor with and into the Company or another Significant Subsidiary Guarantor that is the surviving Person in such merger or consolidation and (v) upon payment in full of the aggregate principal - amount of all Transferred Notes then outstanding and all other Guaranteed Obligations in respect of Transferred Notes then due and owing. Upon any such occurrence specified in the preceding sentence, each Holder of Transferred Notes shall execute any documents reasonably required in order to evidence such release, discharge and termination of such Significant Subsidiary Guarantee (at the expense of the Company).