Exhibit 10.4


EXECUTION COPY




 


 





SECURITY AGREEMENT


made by


SERVICEMASTER CONSUMER
SERVICES LIMITED PARTNERSHIP, 


as Pledgor


and


THE SERVICEMASTER COMPANY


(with respect to
Sections 9.15 and 9.16 only)


in favor of


CITIBANK, N.A.,


as Administrative
Agent and as Collateral Agent


Dated as of July 24, 2007


 




 





















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  DEFINED TERMS

  	
   

  	
  2

  
	
  1.1

  	
  Definitions

  	
   

  	
  2

  
	
  1.2

  	
  Other Definitional Provisions

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  [RESERVED]

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  GRANT OF SECURITY INTEREST

  	
   

  	
  5

  
	
  3.1

  	
  Pledged Collateral

  	
   

  	
  5

  
	
  3.2

  	
  Limitation on Grant; Certain Exceptions

  	
   

  	
  5

  
	
  3.3

  	
  Intercreditor Relations

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  7

  
	
  4.1

  	
  Title; No Other Liens

  	
   

  	
  7

  
	
  4.2

  	
  Perfected Liens

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
  COVENANTS

  	
   

  	
  8

  
	
  5.1

  	
  Maintenance of Security Interest

  	
   

  	
  8

  
	
  5.2

  	
  Maintenance of Value of Collateral

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  REMEDIAL PROVISIONS

  	
   

  	
  9

  
	
  6.1

  	
  Proceeds to be Turned Over to the Collateral Agent

  	
   

  	
  9

  
	
  6.2

  	
  Application of Proceeds

  	
   

  	
  10

  
	
  6.3

  	
  Code and Other Remedies

  	
   

  	
  10

  
	
  6.4

  	
  Excess Paid Over

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  THE COLLATERAL AGENT

  	
   

  	
  12

  
	
  7.1

  	
  Collateral Agent’s Appointment as Attorney-in-Fact,
  etc.

  	
   

  	
  12

  
	
  7.2

  	
  Duty of Collateral Agent

  	
   

  	
  12

  
	
  7.3

  	
  Financing Statements

  	
   

  	
  13

  
	
  7.4

  	
  Authority of Collateral Agent

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  NON-LENDER SECURED PARTIES

  	
   

  	
  14

  
	
  8.1

  	
  Rights to Collateral

  	
   

  	
  14

  
	
  8.2

  	
  Appointment of Agent

  	
   

  	
  15

  
	
  8.3

  	
  Waiver of Claims

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  MISCELLANEOUS

  	
   

  	
  16

  
	
  9.1

  	
  Amendments in Writing

  	
   

  	
  16

  
	
  9.2

  	
  Notices

  	
   

  	
  16

  
	
  9.3

  	
  No Waiver by Course of Conduct; Cumulative Remedies

  	
   

  	
  16

  
	
  9.4

  	
  Indemnification

  	
   

  	
  17

  
	
  9.5

  	
  Successors and Assigns

  	
   

  	
  17

  
	
  9.6

  	
  Counterparts

  	
   

  	
  17

  
	
  9.7

  	
  [Reserved]

  	
   

  	
  17

  
					



 













 


	
  9.8

  	
  Severability

  	
   

  	
  17

  
	
  9.9

  	
  Section Headings

  	
   

  	
  17

  
	
  9.10

  	
  Integration

  	
   

  	
  18

  
	
  9.11

  	
  GOVERNING LAW

  	
   

  	
  18

  
	
  9.12

  	
  Submission to Jurisdiction; Waivers

  	
   

  	
  18

  
	
  9.13

  	
  Acknowledgments

  	
   

  	
  18

  
	
  9.14

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  19

  
	
  9.15

  	
  Additional Pledgors

  	
   

  	
  19

  
	
  9.16

  	
  Releases

  	
   

  	
  19

  
	
  9.17

  	
  Judgment

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
  1

  	
  Notice Address of Pledgor

  	
   

  	
   

  



 



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SECURITY AGREEMENT


SECURITY AGREEMENT, dated as of July 24, 2007, made by
ServiceMaster Consumer Services Limited Partnership (the “Pledgor”) and
(with respect to Sections 9.15 and 9.16 only) the Borrower (as defined below),
in favor of CITIBANK, N.A., as collateral agent (in such capacity, the “Collateral
Agent”) and administrative agent (in such capacity, the “Administrative
Agent”) for the banks and other financial institutions (collectively, the “Lenders”;
individually, a “Lender”) from time to time parties to the Credit
Agreement described below.


W I T N E S S E T
H:


WHEREAS, pursuant to that certain Credit Agreement,
dated as of the date hereof (as amended, amended and restated, waived,
supplemented or otherwise modified from time to time, together with any
agreement extending the maturity of, or restructuring, refunding, refinancing
or increasing the Indebtedness under such agreement or any successor
agreements, the “Credit Agreement”), among the The ServiceMaster
Company, a Delaware corporation (as successor by merger to CDRSVM Acquisition
Co., a Delaware corporation) (the “Borrower”), Citibank, N.A., as
Collateral Agent and Administrative Agent, and the other parties party thereto,
the Lenders have severally agreed to make extensions of credit to the Borrower
upon the terms and subject to the conditions set forth therein;


WHEREAS, pursuant to that certain Revolving Credit
Agreement, dated as of the date hereof (as amended, amended and restated,
waived, supplemented or otherwise modified from time to time, together with any
agreement extending the maturity of, or restructuring, refunding, refinancing
or increasing the Indebtedness under such agreement or any successor
agreements, the “Revolving Credit Agreement”), among the Borrower,
certain subsidiaries of the Borrower that are or may become parties thereto
(together with the Borrower, the “Revolving Credit Borrowers”), the several
banks and other financial institutions from time to time parties thereto (as
further defined in the Revolving Credit Agreement, the “Revolving Lenders”),
Citibank, N.A., as administrative agent (in its specific capacity as
Administrative Agent, the “Revolving Credit Administrative Agent”) and
collateral agent (in its specific capacity as Collateral Agent, the “Revolving
Credit Collateral Agent”) for the Revolving Lenders thereunder, and the
other parties party thereto, the Revolving Lenders have severally agreed to
make extensions of credit to the Revolving Credit Borrowers upon the terms and
subject to the conditions set forth therein;


WHEREAS, pursuant to that certain Security Agreement,
dated as of the date hereof (as amended, amended and restated, waived,
supplemented or otherwise modified from time to time, the “Revolving Credit
Security Agreement”), among the Pledgor, the Revolving Credit Administrative
Agent and the Revolving Credit Collateral Agent, the Pledgor has granted a Lien
to the Revolving Credit Collateral Agent for the benefit of the Secured Parties
(as defined therein) on the Pledged Collateral (as defined therein);


WHEREAS, the Collateral Agent, the Administrative
Agent, the Revolving Credit Collateral Agent and the Revolving Credit
Administrative Agent have entered into an Intercreditor Agreement, acknowledged
by the Borrower, Holdings and certain Subsidiaries of the Borrower, dated as of
the date hereof (as amended, amended and restated, waived, supplemented or otherwise
modified from time to time (subject to Section 9.1 hereof), the “Intercreditor
Agreement”);













WHEREAS, the Pledgor is a wholly owned subsidiary of
the Borrower, and the Borrower and the Pledgor are engaged in related
businesses, and the Pledgor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement; and


WHEREAS, it is a condition to the obligation of the
Lenders to make their respective extensions of credit under the Credit
Agreement that the Pledgor shall execute and deliver this Agreement to the
Collateral Agent for the benefit of the Secured Parties.


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrower thereunder, and in consideration of the receipt of other
valuable consideration (which receipt is hereby acknowledged), the Pledgor
hereby agrees with the Administrative Agent and the Collateral Agent, for the
ratable benefit of the Secured Parties (as defined below), as follows:


SECTION 1     DEFINED TERMS


1.1        Definitions


(a)           Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.


(b)           The following terms
shall have the following meanings:


“Additional Agent”:  as defined in the Intercreditor Agreement.


“Additional Collateral Documents”:  as defined in the Intercreditor Agreement.


“Additional Obligations”:  as defined in the Intercreditor Agreement.


“Administrative Agent”:  as defined in the preamble hereto.


“Agent”: 
as defined in the Intercreditor Agreement.


“Agreement”: 
this Security Agreement, as the same may be amended, restated, supplemented,
waived or otherwise modified from time to time.


“Applicable Law”:  as defined in Section 9.8 hereof.


“Bank Products Agreement”:  any agreement pursuant to which a bank or
other financial institution agrees to provide treasury or cash management
services (including, without limitation, controlled disbursements, automated
clearinghouse transactions, return items, netting, overdrafts, debit or
purchase cards and interstate depository network services).


“Bankruptcy Case”:  (i) Holding or any of its Subsidiaries
commencing any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, conservatorship or relief of debtors, seeking to
have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt



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or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or Holding, the Borrower or any
of the Borrower’s Subsidiaries making a general assignment for the benefit of
its creditors; or (ii) there being commenced against Holding, the Borrower or
any of the Borrower’s Subsidiaries any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of
an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days.


“Borrower”: 
as defined in the recitals hereto.


“Code”: 
the Uniform Commercial Code as from time to time in effect in the State
of New York.


“Collateral Account Bank”:  [                                             ],
an Affiliate thereof or another bank which at all times is a Lender as selected
by the Pledgor and consented to in writing by the Collateral Agent (such
consent not to be unreasonably withheld or delayed).


“Collateral Agent”:  as defined in the preamble hereto.


“Collateral Proceeds Account”:  shall mean a non-interest bearing cash
collateral account established and maintained by the Pledgor at an office of
the Collateral Account Bank in the name, and in the sole dominion and control
of, the Collateral Agent for the benefit of the Secured Parties.


“Credit Agreement”:  has the meaning provided in the recitals
hereto.


“Existing Notes Indenture”:  the Indenture between The ServiceMaster
Company Limited Partnership, as issuer, and ServiceMaster Limited Partnership,
as guarantor, and the Existing Notes Trustee, dated as of August 15, 1997, as
supplemented by the First Supplemental Indenture thereto, between the same
parties, dated as of August 15, 1997, the Second Supplemental Indenture
thereto, between the Borrower, as successor by merger to The ServiceMaster
Company Limited Partnership and ServiceMaster Limited Partnership, and the Existing
Notes Trustee, dated as of January 1, 1998, the Third Supplemental Indenture
thereto, between the Borrower and the Existing Notes Trustee, dated as of March
2, 1998 and the Fourth Supplemental Indenture, between the Borrower and the Existing
Notes Trustee, dated as of August 10, 1999, as in effect on the Closing Date.


“Existing Notes Trustee” shall mean  The Bank of New York, successor to Harris
Trust and Savings Bank, as trustee under the Existing Notes Indenture.


“first priority”:  with respect to any Lien purported to be
created by this Agreement, that such Lien is the most senior Lien to which such
Collateral is subject (subject to Permitted Liens).


“Holding”: 
CDRSVM Holding, Inc., a Delaware corporation.



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“Intercreditor Agreement”:  as defined in the recitals hereto.


“Lender”: 
as defined in the preamble hereto.


“Management Loans”:  Indebtedness (including any extension,
renewal or refinancing thereof) outstanding at any time incurred by any
Management Investors in connection with any purchases by them of Management
Stock, which Indebtedness is entitled to the benefit of any Management
Guarantee of the Parent or any of its Subsidiaries.


“Maximum Aggregate Secured Amount”:  as defined in Section 3.2(a) hereof.


“Maximum Secured Amount”:   the Secured Parties’ pro rata share of the
Maximum Aggregate Secured Amount, determined as of any date according to the
respective outstanding principal amounts of Obligations, Revolving Credit
Obligations and any Additional Obligations, in each case as of such date, in
accordance with the Intercreditor Agreement.


“Non-Lender Secured Parties”:  the collective reference to any person who,
at the time of entering into any Interest Rate Agreement, Currency Agreement,
Commodities Agreement or Banks Products Agreement or Management Loan secured
hereby, was a Lender or an affiliate of any Lender and their respective successors
and assigns.


“Obligations”: 
as defined in the Guarantee and Collateral Agreement.


“Pledged Collateral”:  the Pledged Note, any amounts on deposit in
the Collateral Proceeds Account from time to time and any Proceeds of any of
the foregoing.


“Pledged Note”: 
(i) that promissory note, dated as of [                  ],
made by The Terminix International Company Limited Partnership in favor of the
Pledgor in an original principal amount of $100,000,000, and (ii) any
promissory note that may be pledged by Pledgor in future pursuant to Section
5.2(b) in substitution for, or in addition to, the promissory note described in
clause (i).


“Pledgor”: 
as defined in the preamble hereto.


“Proceeds”: 
all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform
Commercial Code in effect in the State of New York on the date hereof.


“Restricted Assets Collateral Documents”:  as defined in the Intercreditor Agreement.


“Revolving Credit Administrative Agent”:  as defined in the recitals hereto.


“Revolving Credit Agreement”:  as defined in the recitals hereto.


“Revolving Credit Collateral Agent”:  as defined in the recitals hereto.


“Revolving Credit Obligations”:  as defined in the Intercreditor Agreement.


“Revolving Lenders”:  as defined in the recitals hereto.



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“Secured Creditor Collateral Account”:  as defined in subsection 5.2.


“Secured Creditors”: as defined in the
Intercreditor Agreement.


“Secured Parties”:  as defined in the Guarantee and Collateral
Agreement.


1.2        Other Definitional Provisions


(a)           The words “hereof”, “herein”,
“hereto” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, Schedule and Annex references are to
this Agreement unless otherwise specified.


(b)           The meanings given to
terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.


(c)           All references in this
Agreement to any of the property described in the definition of the term  “Pledged Collateral” or to any Proceeds
thereof, shall be deemed to be references thereto only to the extent the same
constitute Pledged Collateral.


SECTION 2     [Reserved]


 


 


SECTION 3     GRANT OF
SECURITY INTEREST


3.1        Pledged Collateral


The Pledgor hereby grants
to the Collateral Agent, for the ratable benefit of the Secured Parties, a
security interest in the Pledged Note, any amounts on deposit in the Collateral
Proceeds Account from time to time, and any Proceeds of any of the foregoing,
as collateral security for the prompt and complete performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations of the Pledgor except as provided in (and subject to the limitations
of) subsection 3.2.


3.2        Limitation on Grant; Certain Exceptions


(a)           Notwithstanding any
other provision hereof, the maximum aggregate principal or face amount of
Obligations secured by the Pledged Collateral (1) shall not exceed the Maximum
Secured Amount and (2) when aggregated with the aggregate principal or face
amount of all Revolving Credit Obligations and all Additional Obligations
secured by the Pledged Collateral, shall be limited to the lesser of
(A)(i) 10% of Consolidated Net Worth as defined in, and determined as of
the date hereof in accordance with, the Existing Notes Indenture, less (ii)
$10,000,000 and (B) such amount as is permitted under Section 5.03(b) of the
Existing Notes Indenture to be secured without giving rise to a requirement
that the Existing Notes be equally and ratably secured pursuant to Section 5.03
of the Existing Notes Indenture (the “Maximum Aggregate Secured Amount”);
provided that



 5
 









(x)            if the Existing
Indenture ceases to be in full force and effect as a result of the satisfaction
and discharge thereof in accordance with its terms, then the principal or face
amount of Obligations secured by the Pledged Collateral hereunder shall be
equal to the aggregate principal or face amount of the Obligations outstanding,
and


(y)           if the Pledgor grants a
Lien (other than any Lien arising pursuant to or by reason of any Loan
Document) to any Person on the Pledged Collateral resulting in the Existing
Notes being equally and ratably secured by the Pledged Collateral pursuant to
Section 5.03 of the Existing Notes Indenture, then the principal or face amount
of Obligations secured by the Pledged Collateral hereunder shall be equal to
the aggregate principal or face amount of the Obligations outstanding for so
long as the Existing Notes are so equally and ratably secured (provided that
any Lien granted to the Collateral Agent or any other Secured Party as a result
of this clause (y) shall be automatically released once such Lien is no longer
outstanding).


(b)           The Pledgor agrees that
it will not knowingly and voluntarily grant any Lien to any Person other than
any Agent or Secured Creditor on the Pledged Collateral that, to the actual
knowledge of a Responsible Officer of the Pledgor at the time of such grant,
would, pursuant to clause (B) of the preceding subsection 3.2(a), result in the
maximum aggregate principal or face amount of Obligations secured by the
Pledged Collateral (when aggregated with the aggregate principal or face amount
of all Revolving Credit Obligations and all Additional Obligations secured by
the Pledged Collateral) that is permitted under Section 5.03(b) of the Existing
Notes Indenture to be secured without giving rise to a requirement that the
Existing Notes be equally and ratably secured pursuant to Section 5.03 of the
Existing Notes Indenture, to be less than (i) 10% of Consolidated Net Worth as
defined in, and determined as of the date hereof in accordance with, the
Existing Notes Indenture, less (ii) $10,000,000.


(c)           It is the express
intention of the Pledgor, the Collateral Agent, and the other Secured Parties
to comply with Section 5.03 of the Existing Notes Indenture without triggering
the requirement that the Existing Notes be equally and ratably secured by any
of the Pledged Collateral.  In
furtherance of the foregoing, and notwithstanding anything to the contrary in
this Agreement, (x) nothing in this Agreement shall require the Pledgor to take
or cause to be taken any action as a result of which the Existing Notes would
be required to be equally and ratably secured pursuant to Section 5.03 of the
Existing Notes Indenture, (y) any security interest or Lien arising or existing
hereunder that would give rise to such requirement shall be void ab initio,
and shall be of no force or effect, immediately upon any determination in good
faith by the Pledgor that such requirement would otherwise exist (in which
event the Pledgor shall notify the Collateral Agent of such determination), and
(z) the Collateral Agent and each other Secured Party shall promptly take such
actions to evidence the absence or termination of any security interest or Lien
that would give rise to such requirement, or that arises as a result of any
Lien referred to in clause (y) of clause (a) of this subsection 3.2, as the
Pledgor may reasonably request.


3.3        Intercreditor Relations


Notwithstanding anything
herein to the contrary, it is the understanding of the parties that the Liens
granted pursuant to subsection 3.1 hereof shall (x) prior to the Discharge
of Revolving Credit Obligations (as defined in the Intercreditor Agreement), be
pari passu and equal in priority



 6
 









to the Liens granted to
the Revolving Credit Collateral Agent for the benefit of the holders of the
Revolving Credit Obligations to secure the Revolving Credit Obligations
pursuant to the applicable Revolving Credit Document (as defined in the
Intercreditor Agreement) and (y) prior to the Discharge of Additional
Obligations (as defined in the Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any
Additional Agent for the benefit of the holders of the applicable Additional
Obligations to secure such Additional Obligations pursuant to the applicable
Additional Collateral Documents (as defined in the Intercreditor Agreement).  The Collateral Agent acknowledges and agrees
that the relative priority of such Liens granted to the Collateral Agent, the
Revolving Credit Collateral Agent and any Additional Agent may be determined
solely pursuant to the Intercreditor Agreement, and not by priority as a matter
of law or otherwise.  Notwithstanding
anything herein to the contrary, the Liens and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or remedy
by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement.  In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and control as
among the Collateral Agent, the Revolving Credit Collateral Agent and any
Additional Agent, provided that the limitation in subsection 3.2 shall always
apply.  Notwithstanding any other
provision hereof, subject to the terms of the Intercreditor Agreement, (x) for
so long as any Revolving Credit Obligations remain outstanding, any obligation
hereunder to physically deliver to the Collateral Agent any Pledged Collateral
may be satisfied by causing such Pledged Collateral to be physically delivered
to the Revolving Collateral Agent to be held in accordance with the
Intercreditor Agreement and (y) for so long as any Additional Obligations
remain outstanding, any obligation hereunder to physically deliver to the
Collateral Agent any Pledged Collateral may be satisfied by causing such
Pledged Collateral to be physically delivered to any Additional Agent to be
held in accordance with the Intercreditor Agreement.


SECTION 4     REPRESENTATIONS
AND WARRANTIES


To induce the Collateral
Agent, the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrower thereunder, the Pledgor hereby represents and warrants
to the Collateral Agent and each other Secured Party that, in each case after
giving effect to the Transactions:


4.1        Title; No Other Liens.  The Pledgor is the record and beneficial
owner of, and has good title to, the Pledged Note, free of any and all Liens or
options in favor of, or claims of, any other Person, except the security
interest created by this Agreement and Liens arising by operation of law or
permitted by the Credit Agreement (or described in the definition of “Permitted
Lien” in the Credit Agreement).


4.2        Perfected Liens.


(a)           This Agreement is
effective to create, as collateral security for the Obligations of the Pledgor
to the extent described in subsection 3.2, valid and enforceable Liens on the
Pledgor’s Pledged Collateral in favor of the Collateral Agent for the benefit
of the Secured Parties, except as enforceability may be affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditor’s rights generally,



 7
 









general equitable principles (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.


(b)           Upon completion of the
Filings and the delivery to and continuing possession by the Collateral Agent
of the Pledged Note, the Lien created in the Pledged Note pursuant to this
Agreement will constitute a valid Lien on and perfected security interest in
the Pledged Collateral in favor of the Collateral Agent for the benefit of the
Secured Parties, and will be prior to all other Liens of all other Persons
other than Permitted Liens, and enforceable as such as against all other
Persons other than Ordinary Course Transferees, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law) or by an implied covenant of good faith and fair
dealing.  As used in this subsection 4.2,
the following terms shall have the following meanings:


“Filings”: 
the filing or recording of (i) the Financing Statements as set forth in Schedule
3 and (ii) any filings after the Closing Date in any other jurisdiction as
may be necessary under any Requirement of Law.


“Financing Statements”:  the financing statements delivered to the
Collateral Agent by the Pledgor on the Closing Date for filing in the
jurisdictions listed in Schedule 4.


“Ordinary Course Transferees”:  (i) with respect to goods only, buyers in the
ordinary course of business and lessees in the ordinary course of business to
the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial
Code as in effect from time to time in the relevant jurisdiction, (ii) with respect
to general intangibles only, licensees in the ordinary course of business to
the extent provided in Section 9-321 of the Uniform Commercial Code as in
effect from time to time in the relevant jurisdiction and (iii) any other
Person who is entitled to take free of the Lien pursuant to the Uniform
Commercial Code as in effect from time to time in the relevant jurisdiction.


“Permitted Liens”:  Liens permitted pursuant to the Loan
Documents, including, without limitation, those permitted to exist pursuant to
subsection 7.2 of the Credit Agreement.


SECTION 5     COVENANTS


5.1           Maintenance of
Security Interest.  The Pledgor
covenants and agrees with the Collateral Agent and the other Secured Parties
that, from and after the date of this Agreement until the earliest to occur of
(i) the Term Loans, any Reimbursement Obligations and all other Obligations
then due and owing shall have been paid in full in cash and no LC Facility
Letter of Credit shall be outstanding (except for LC Facility Letters of Credit
that have been cash collateralized in a manner reasonably satisfactory to the
LC Facility Issuing Bank), (ii) all the Capital Stock of the Pledgor shall have
been sold or otherwise disposed of (to a Person other than the Borrower or a
Restricted Subsidiary) as permitted under the terms of the Credit Agreement, 



 8
 









(iii) the designation of the Pledgor as an
Unrestricted Subsidiary or (iv) the Liens created pursuant to this agreement
are released as contemplated by subsection 9.16, the Pledgor shall maintain the
security interest created by this Agreement in the Pledgor’s Pledged Collateral
as a security interest having at least the perfection and priority described in
subsection 4.2.  At any time and from
time to time, upon the written request of the Collateral Agent and at the sole
expense of the Pledgor, the Pledgor will promptly and duly execute and deliver
such further instruments and documents and take such further actions as the
Collateral Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted by the Pledgor.


5.2        Maintenance of Value of Collateral


(a)           In the event that the
Pledgor shall receive any payment of principal of the Pledged Note, the Pledgor
may at its election, so long as no Event of Default specified in Section 8(f)
of the Credit Agreement shall have occurred and be continuing, cause such
amount to be held on deposit in the Collateral Proceeds Account (or any other
account maintained for the benefit of of any Agent or any Secured Creditor
under any other Restricted Assets Collateral Document relating to the Pledged
Note (any such other account, a “Secured Creditor Collateral Account”)) or
disbursed (either directly or after having been held in the Collateral Proceeds
Account or such Secured Creditor Collateral Account) to the Pledgor and used
for any purpose not restricted by the Credit Agreement.  In furtherance of the foregoing, the
Collateral Agent agrees to cause any amounts to which the Pledgor may be entitled
under this Section 5.2(a) to be released from the Collateral Proceeds Account
promptly upon the Pledgor’s request.


(b)           In the event that (i)
the Pledged Note is released pursuant to Section 9.16(b) or (c) or (ii) the
outstanding principal amount of the Pledged Note plus the amount, if any, on
deposit in the Collateral Proceeds Account plus the amount, if any, on deposit
in all Secured Creditor Collateral Accounts, is less than $99,000,000, the
Collateral Agent shall have the right (subject to Section 9.15) to require the
Pledgor to pledge another promissory note of an obligor Subsidiary reasonably
satisfactory to the Collateral Agent (or, if the Pledgor so elects, to deposit
an additional amount in the Collateral Proceeds Account or any other Secured
Creditor Collateral Account) in addition to, or in substitution for, the
Pledged Note being held as part of the Pledged Collateral such that, after
giving effect to such pledge (or deposit) and (if applicable) substitution, the
outstanding principal amount of the Pledged Note plus the amount, if any, on
deposit in the Collateral Proceeds Account, plus the amount, if any, on deposit
in all Secured Creditor Collateral Accounts, will be equal to
$100,000,000.  Any such pledge shall be
effected by the Pledgor entering into an appropriate supplement to this
Agreement, executed by the Pledgor and describing the newly pledged note,
whereupon such note will be a Pledged Note hereunder.


SECTION 6     REMEDIAL
PROVISIONS


6.1        Proceeds to be Turned Over to the Collateral
Agent.  In each case subject to subsection
3.2,  if an Event of Default specified in
subsection 8(f) of the Credit Agreement shall occur and be continuing, and the
Collateral Agent shall have instructed the Pledgor to do so, all Proceeds of
Collateral received by the Pledgor consisting of cash, checks and other Cash
Equivalent items up to an amount not to exceed, when aggregated with all other
amounts so held and all other amounts paid, paid over to or collected or otherwise
received by any Agent or



 9
 









any Secured Creditor at any time (upon the exercise of remedies or
otherwise) pursuant to or in connection with this Agreement, any other
Restricted Assets Collateral Document or the Pledged Collateral, the Maximum
Aggregate Secured Amount, shall be held by the Pledgor in trust for the
Collateral Agent and the other Secured Parties hereto, or the Revolving Credit
Collateral Agent and the other Secured Parties (as defined in the Revolving
Credit Security Agreement) or any Additional Agent and the other applicable
Additional Secured Parties (as defined in the Intercreditor Agreement), as
applicable, in accordance with the terms of the Intercreditor Agreement,
segregated from other funds of the Pledgor, and shall, forthwith upon receipt
by the Pledgor, be turned over to the Collateral Agent, or the Revolving Credit
Collateral Agent or any Additional Agent, as applicable, in accordance with the
terms of the Intercreditor Agreement (or their respective agents appointed for
purposes of perfection), in the exact form received by the Pledgor.  All Proceeds of Pledged Collateral received
by the Collateral Agent hereunder in an amount not to exceed, when aggregated
with all other amounts paid, paid over to or collected or otherwise received by
any Agent or any Secured Creditor at any time (upon the exercise of remedies or
otherwise) pursuant to or in connection with this Agreement, any other Restricted
Assets Collateral Document or the Pledged Collateral, the Maximum Aggregate Secured
Amount, shall be held by the Collateral Agent in the relevant Collateral
Proceeds Account, in each case subject to subsection 3.2.  All such Proceeds of Pledged Collateral while
held by the Collateral Agent in such Collateral Proceeds Account (or by the
Pledgor in trust for the Collateral Agent and the other Secured Parties) shall
continue to be held as collateral security for all the Obligations of the
Pledgor and shall not constitute payment thereof until applied as provided in
subsection 6.2, in each case subject to subsection 3.2.


6.2        Application of Proceeds


It is agreed that if an
Event of Default specified in subsection 8(f) of the Credit Agreement shall
occur and be continuing, any and all Proceeds of the Pledged Collateral
received by the Collateral Agent (whether from the Pledgor or otherwise) in an
amount not to exceed, when aggregated with all other amounts paid, paid over to
or collected or otherwise received by any Agent or any Secured Creditor at any
time (upon the exercise of remedies or otherwise)  pursuant to or in connection with this
Agreement, any other Restricted Assets Collateral Document or the Pledged
Collateral, the Maximum Aggregate Secured Amount, shall be held by the Collateral
Agent for the benefit of the Secured Parties as collateral security for the
Obligations of the Pledgor (whether matured or unmatured), and/or then or at
any time thereafter may, in the sole discretion of the Collateral Agent, be
applied by the Collateral Agent against the Obligations of the Pledgor then due
and owing in the order of priority set forth in the Intercreditor Agreement, in
each case subject to subsection 3.2, with the excess, if any, to be paid over
to the Pledgor.


6.3        Code and Other Remedies


In each case subject to
subsection 3.2, if an Event of Default specified in subsection 8(f) of the
Credit Agreement shall occur and be continuing:


The Collateral
Agent, on behalf of the Secured Parties, may exercise, in addition to all other
rights and remedies granted to them in this Agreement and in any other instrument
or agreement securing, evidencing or relating to the Obligations to the extent
permitted by applicable law, all rights and remedies of a secured party under
the Code or



 10
 









any
other applicable law.  Without limiting
the generality of the foregoing, to the extent permitted by applicable law, the
Collateral Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law
referred to below) to or upon the Pledgor or any other Person (all and each of
which demands, defenses, advertisements and notices are hereby waived), may in
such circumstances, forthwith (subject to the terms of any documentation governing
any Special Purpose Financing) collect, receive, appropriate and realize upon
the Pledged Collateral, or any part thereof, and/or may forthwith, subject to
any existing reserved rights or licenses, sell, lease, assign, give option or
options to purchase, or otherwise dispose of and deliver the Pledged Collateral
or any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, at any exchange, broker’s board or
office of the Collateral Agent or any other Secured Party or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future delivery without assumption of
any credit risk.  The Collateral Agent or
any other Secured Party shall have the right, to the extent permitted by law,
upon any such sale or sales, to purchase the whole or any part of the Pledged
Collateral so sold, free of any right or equity of redemption in the Pledgor,
which right or equity is hereby waived and released.  The Pledgor further agrees, at the Collateral
Agent’s request (subject to the terms of any documentation governing any
Special Purpose Financing), to assemble the Pledged Collateral and make it
available to the Collateral Agent at places which the Collateral Agent shall
reasonably select, whether at the Pledgor’s premises or elsewhere.  The Collateral Agent shall apply the proceeds
of any action taken by it pursuant to this subsection 6.3 up to an amount not
to exceed, when aggregated with all other amounts paid, paid over to or
collected or otherwise received by any Agent or any Secured Creditor at any
time (upon the exercise of remedies or otherwise) pursuant to or in connection
with this Agreement, any other Restricted Assets Collateral Document or the
Pledged Collateral, the Maximum Aggregate Secured Amount, to all reasonable
costs and expenses of every kind incurred in connection therewith or incidental
to the care or safekeeping of any of the Pledged Collateral or in any way
relating to the Pledged Collateral or the rights of the Collateral Agent and
the other Secured Parties hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, and then to the payment in whole or in part
of the Obligations of the Pledgor then due and owing, in the order of priority
specified in subsection 6.2 above, and only after such application and after
the payment by the Collateral Agent of any other amount required by any
provision of law, including, without limitation, Section 9-615(a)(3) of the
Code, need the Collateral Agent account for the surplus, if any, to the
Pledgor.  To the extent permitted by
applicable law, (i) the Pledgor waives all claims, damages and demands it may
acquire against the Collateral Agent or any other Secured Party arising out of
the repossession, retention or sale of the Pledged Collateral, other than any
such claims, damages and demands that may arise from the gross negligence or
willful misconduct of any of the Collateral Agent or such other Secured Party,
and (ii) if any notice of a proposed sale or other disposition of the Pledged
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition.



 11
 









6.4        Excess Paid Over


If at any time the
Administrative Agent, the Collateral Agent or any other Secured Party is paid,
or collects or receives, at any time (upon the exercise of remedies or otherwise)
an amount that exceeds, when aggregated with all other amounts paid, paid over
to or collected or otherwise received by any Agent or any Secured Creditor at
any time (upon the exercise of remedies or otherwise) pursuant to or in
connection with this Agreement, any other Restricted Assets Collateral Document
or the Pledged Collateral, the Maximum Aggregate Secured Amount, such Agent or
such Secured Party, as the case may be, shall promptly deliver such excess to
the Borrower, for the benefit of the Pledgor.


SECTION 7     THE COLLATERAL
AGENT


7.1        Collateral Agent’s Appointment as
Attorney-in-Fact, etc.


(a)           The Pledgor hereby irrevocably
constitutes and appoints the Collateral Agent and any authorized officer or
agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of the Pledgor
and in the name of the Pledgor or in its own name, for the purpose of carrying
out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments that may be reasonably necessary
or desirable to accomplish the purposes of this Agreement to the extent
permitted by applicable law, subject to subsection 3.2, provided that
the Collateral Agent agrees not to exercise such power except upon the
occurrence and during the continuance of an Event of Default specified in
subsection 8(f) of the Credit Agreement. 
Without limiting the generality of the foregoing, at any time when an
Event of Default specified in subsection 8(f) of the Credit Agreement has
occurred and is continuing (in each case to the extent permitted by applicable
law), subject to subsection 3.2, (x) the Pledgor hereby gives the Collateral
Agent the power and right, on behalf of the Pledgor, without notice or assent
by the Pledgor, to execute, in connection with any sale provided for in
subsection 6.3, any indorsements, assessments or other instruments of conveyance
or transfer with respect to the Pledged Collateral.


(b)           The reasonable expenses
of the Collateral Agent incurred in connection with actions undertaken as
provided in this subsection 7.1, together with interest thereon at a rate per
annum equal to the rate per annum at which interest would then be payable on
past due ABR Loans, from the date of payment by the Collateral Agent to the
date reimbursed by the Pledgor, shall be payable by the Pledgor to the
Collateral Agent on demand.


(c)           The Pledgor hereby
ratifies all that said attorney shall lawfully do or cause to be done by virtue
hereof.  All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable as to the Pledgor until this Agreement is terminated, and the
security interests in the Pledged Collateral of the Pledgor created hereby are
released.


7.2        Duty of Collateral Agent


The Collateral Agent’s
sole duty with respect to the custody, safekeeping and physical preservation of
the Pledged Collateral in its possession, under Section 9-207 of the Code or 



 12
 









otherwise, shall be to
deal with it in the same manner as the Collateral Agent deals with similar
property for its own account.  None of
the Collateral Agent, any other Secured Party nor any of their respective
officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Pledged Collateral or for any delay in doing
so or shall be under any obligation to sell or otherwise dispose of any Pledged
Collateral upon the request of the Pledgor or any other Person or, except as
otherwise provided herein, to take any other action whatsoever with regard to
the Pledged Collateral or any part thereof. 
The powers conferred on the Collateral Agent and the other Secured
Parties hereunder are solely to protect the Collateral Agent’s and the other
Secured Parties’ interests in the Pledged Collateral and shall not impose any
duty upon the Collateral Agent or any other Secured Party to exercise any such
powers.  The Collateral Agent and the
other Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of
their officers, directors, employees or agents shall be responsible to the
Pledgor for any act or failure to act hereunder, except as otherwise provided
herein or for their own gross negligence or willful misconduct.


7.3        Financing Statements


Pursuant to any
applicable law, the Pledgor authorizes the Collateral Agent to file or record
financing statements and other filing or recording documents or instruments
with respect to the Pledged Collateral without the signature of the Pledgor in
such form and in such filing offices as the Collateral Agent reasonably
determines appropriate to perfect the security interests of the Collateral
Agent under this Agreement.  The Pledgor
authorizes the Collateral Agent to use the collateral description “all personal
property” or “all assets” in any such financing statements.  The Collateral Agent agrees to notify the
Pledgor of any financing or continuation statement filed by it; provided that
any failure to give such notice shall not affect the validity or effectiveness
of any such filing.


7.4        Authority of Collateral Agent


The Pledgor acknowledges
that the rights and responsibilities of the Collateral Agent under this
Agreement with respect to any action taken by the Collateral Agent or the
exercise or non-exercise by the Collateral Agent of any option, voting right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement or any amendment, supplement or other
modification of this Agreement shall, as between the Collateral Agent and the
Secured Parties, be governed by the Credit Agreement and by such other agreements
with respect thereto as may exist from time to time among them, but, as between
the Collateral Agent and the Pledgor, the Collateral Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and the Pledgor shall not
shall be under any obligation, or entitlement, to make any inquiry respecting
such authority.



 13
 









SECTION 8     NON-LENDER
SECURED PARTIES


8.1        Rights to Collateral


(a)           The Non-Lender Secured
Parties shall not have any right whatsoever to do any of the following:  (i) exercise any rights or remedies with
respect to the Collateral (such term, as used in this Section 8, having the
meaning assigned to it in the Credit Agreement), including, without limitation,
the right to (A) enforce any Liens or sell or otherwise foreclose on any portion
of the Collateral, (B) request any action, institute any proceedings, exercise
any voting rights, give any instructions, make any election, notice account debtors
or make collections with respect to all or any portion of the Collateral or (C)
release any Collateral from the Liens of any Security Document or consent to or
otherwise approve any such release; (ii) demand, accept or obtain any Lien on
any Collateral (except for Liens arising under, and subject to the terms of,
this Agreement); (iii) vote in any Bankruptcy Case or similar proceeding in
respect of Holding  or any of its
Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”)
with respect to, or take any other actions concerning, the Collateral; (iv)
receive any proceeds from any sale, transfer or other disposition of any of the
Collateral (except in accordance with this Agreement); (v) oppose any sale,
transfer or other disposition of the Collateral; (vi) object to any
debtor-in-possession financing in any Bankruptcy which is provided by one or
more Lenders among others (including on a priming basis under Section 364(d) of
the Bankruptcy Code); (vii) object to the use of cash collateral in respect of
the Collateral in any Bankruptcy; or (viii) seek, or object to the Lenders
seeking on an equal and ratable basis, any adequate protection or relief from
the automatic stay with respect to the Collateral in any Bankruptcy.


(b)           Each Non-Lender Secured
Party, by its acceptance of the benefits of this Agreement and the other
Security Documents, agrees that in exercising rights and remedies with respect
to the Collateral, the Collateral Agent and the Lenders, with the consent of
the Collateral Agent, may enforce the provisions of the Security Documents and
exercise remedies thereunder and under any other Loan Documents (or refrain
from enforcing rights and exercising remedies), all in such order and in such
manner as they may determine in the exercise of their sole business
judgment.  Such exercise and enforcement
shall include, without limitation, the rights to collect, sell, dispose of or
otherwise realize upon all or any part of the Collateral, to incur expenses in
connection with such collection, sale, disposition or other realization and to
exercise all the rights and remedies of a secured lender under the Uniform
Commercial Code of any applicable jurisdiction. 
The Non-Lender Secured Parties by their acceptance of the benefits of
this Agreement and the other Security Documents hereby agree not to contest or
otherwise challenge any such collection, sale, disposition or other realization
of or upon all or any of the Collateral. 
Whether or not a Bankruptcy Case has been commenced, the Non-Lender
Secured Parties shall be deemed to have consented to any sale or other
disposition of any property, business or assets of Holding or any of its
Subsidiaries and the release of any or all of the Collateral from the Liens of
any Security Document in connection therewith.


(c)           Notwithstanding any
provision of this subsection 8.1, the Non-Lender Secured Parties shall be
entitled to file any necessary responsive or defensive pleadings in opposition
to any motion, claim, adversary proceeding or other pleadings (A) in order to
prevent any Person from seeking to foreclose on the Collateral or supersede the
Non-Lender Secured Parties’ claim thereto or (B) in opposition to any motion,
claim, adversary proceeding or other pleading made



 14
 









by any Person objecting to or otherwise
seeking the disallowance of the claims of the Non-Lender Secured Parties.


(d)           Each Non-Lender Secured
Party, by its acceptance of the benefit of this Agreement, agrees that the
Collateral Agent and the Lenders may deal with the Collateral, including any
exchange, taking or release of Collateral, may change or increase the amount of
the Borrower Obligations and/or the Guarantor Obligations (as defined in the
Guarantee and Collateral Agreement), and may release the Pledgor from its
Obligations hereunder, all without any liability or obligation (except as may
be otherwise expressly provided herein) to the Non-Lender Secured Parties.


8.2        Appointment of Agent


Each Non-Lender Secured
Party, by its acceptance of the benefits of this Agreement and the other
Security Documents, shall be deemed irrevocably to make, constitute and appoint
the Collateral Agent, as agent under the Credit Agreement (and all officers,
employees or agents designated by the Collateral Agent) as such Person’s true
and lawful agent and attorney-in-fact, and in such capacity, the Collateral
Agent shall have the right, with power of substitution for the Non-Lender
Secured Parties and in each such Person’s name or otherwise, to effectuate any
sale, transfer or other disposition of the Collateral.  It is understood and agreed that the
appointment of the Collateral Agent as the agent and attorney-in-fact of the
Non-Lender Secured Parties for the purposes set forth herein is coupled with an
interest and is irrevocable.  It is
understood and agreed that the Collateral Agent has appointed the Administrative
Agent as its agent for purposes of perfecting certain of the security interests
created hereunder and for otherwise carrying out certain of its obligations
hereunder.


8.3        Waiver of Claims


To the maximum extent
permitted by law, each Non-Lender Secured Party waives any claim it might have
against the Collateral Agent or the Lenders with respect to, or arising out of,
any action or failure to act or any error of judgment, negligence, or mistake
or oversight whatsoever on the part of the Collateral Agent or the Lenders or
their respective directors, officers, employees or agents with respect to any
exercise of rights or remedies under the Loan Documents or any transaction
relating to the Collateral (including, without limitation, any such exercise described
in subsection 8.1(b) above), except for any such action or failure to act which
constitutes willful misconduct or gross negligence of such Person.  None of the Collateral Agent or any Lender or
any of their respective directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of Holding, any Subsidiary of
Holding, any Non-Lender Secured Party or any other Person or to take any other
action or forbear from doing so whatsoever with regard to the Collateral or any
part thereof, except for any such action or failure to act which constitutes
willful misconduct or gross negligence of such Person.



 15
 









SECTION 9     MISCELLANEOUS


9.1        Amendments in Writing


None of the terms or
provisions of this Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the Pledgor and the
Collateral Agent; provided that (a) any provision of this Agreement imposing
obligations on the Pledgor may be waived by the Collateral Agent in a written
instrument executed by the Collateral Agent and (b) notwithstanding anything to
the contrary in subsection 10.1 of the Credit Agreement, no such waiver and no
such amendment or modification shall amend, modify or waive the definition of “Secured
Party” or subsection 6.2 if such waiver, amendment, or modification would
adversely affect a Secured Party without the written consent of each such
affected Secured Party.  For the
avoidance of doubt, it is understood and agreed that any amendment, amendment
and restatement, waiver, supplement or other modification of or to the
Intercreditor Agreement that would have the effect, directly or indirectly,
through any reference herein to the Intercreditor Agreement or otherwise, of
waiving, amending, supplementing or otherwise modifying this Agreement, or any
term or provision hereof, or any right or obligation of the Pledgor hereunder
or in respect hereof, shall not be given such effect except pursuant to a
written instrument executed by the Pledgor and the Collateral Agent in
accordance with this subsection 9.1.


9.2        Notices


All notices, requests and
demands to or upon the Collateral Agent or the Pledgor hereunder shall be
effected in the manner provided for in subsection 10.2 of the Credit Agreement;
provided that any such notice, request or demand to or upon the Pledgor shall
be addressed to the Pledgor at its notice address set forth on Schedule 1,
unless and until the Pledgor shall change such address by notice to the
Collateral Agent and the Administrative Agent given in accordance with
subsection 10.2 of the Credit Agreement.


9.3        No Waiver by Course of Conduct; Cumulative
Remedies


None of the Collateral
Agent or any other Secured Party shall by any act (except by a written
instrument pursuant to subsection 9.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. 
No failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent or any other Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. 
No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  A
waiver by the Collateral Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such other Secured Party would
otherwise have on any future occasion. 
The rights and remedies herein provided are cumulative, may be exercised
singly or concurrently and are not exclusive of any other rights or remedies
provided by law.



 16
 









9.4        Indemnification


Each Grantor jointly and
severally agrees to pay, and to save the Collateral Agent, the Administrative
Agent and the other Secured Parties harmless from, (x) any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other similar taxes which may be payable or determined to be payable
with respect to any of the Pledged Collateral or in connection with any of the
transactions contemplated by this Agreement and (y) any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement (collectively, the “indemnified liabilities”), in each case to
the extent the Borrower would be required to do so pursuant to subsection 10.5
of the Credit Agreement, and in any event excluding any taxes or other
indemnified liabilities arising from gross negligence, bad faith or willful misconduct
of the Collateral Agent, the Administrative Agent or any other Secured
Party.  The agreements in this subsection
9.4 shall survive repayment of the obligations and all other amounts payable under
the Credit Agreement and the other Loan Documents.


9.5        Successors and Assigns


This Agreement shall be
binding upon and shall inure to the benefit of the Pledgor, the Collateral
Agent and the Secured Parties and their respective successors and assigns;
provided that the Pledgor may not assign, transfer or delegate any of its
rights or obligations under this Agreement without the prior written consent of
the Collateral Agent.


9.6        Counterparts


This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


9.7        [Reserved]


9.8        Severability


Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


9.9        Section Headings


The Section headings used
in this Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof.



 17
 









9.10      Integration


This Agreement and the
other Loan Documents represent the entire agreement of the Pledgor, the
Collateral Agent, the Administrative Agent and the other Secured Parties with respect
to the subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Pledgor, the Collateral Agent or any other Secured Party
relative to subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents.


9.11      GOVERNING LAW


THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


9.12      Submission to Jurisdiction; Waivers


Each party hereto hereby
irrevocably and unconditionally:


(a)           submits for itself and
its property in any legal action or proceeding relating to this Agreement and
the other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York, and
appellate courts from any thereof;


(b)           consents that any such
action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;


(c)           agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such party at its address referred to in subsection
9.2 or at such other address of which the Collateral Agent and the
Administrative Agent (in the case of any other party hereto) or the Borrower
(in the case of the Collateral Agent and the Administrative Agent) shall have
been notified pursuant thereto;


(d)           agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and


(e)           waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any
legal action or proceeding referred to in this Section any punitive damages.


9.13      Acknowledgments


The Pledgor hereby acknowledges
that:


(a)           it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents to which it is a party;



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(b)           none of the Collateral
Agent, the Administrative Agent or any other Secured Party has any fiduciary
relationship with or duty to any Guarantor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Guarantors, on the one hand, and the Collateral Agent, the Administrative
Agent and the other Secured Parties, on the other hand, in connection herewith
or therewith is solely that of debtor and creditor; and


(c)           no joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of
the transactions contemplated hereby among the Secured Parties or among the
Guarantors and the Secured Parties.


9.14      WAIVER OF JURY TRIAL


EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


9.15      Additional Pledgors.  In the event that the Pledgor is required or
requested to furnish additional or substitute Pledged Collateral pursuant to
Section 5.2(b), the Borrower shall have the right, at its election, to cause
another Subsidiary (in lieu of the Pledgor) to enter into a Security Agreement,
in a form substantially identical to this Security Agreement (with such changes
as shall be reasonably satisfactory to the Collateral Agent pledging a
promissory note of an obligor Subsidiary reasonably satisfactory to the
Collateral Agent (or, if the new pledgor so elects, causing to be deposited an
amount in the “Collateral Proceeds Account” maintained under such Security
Agreement) such that, after giving effect to such pledge (or deposit) and (if
applicable) substitution, the outstanding principal amount of the new pledgor’s
“Pledged Note” plus the amount, if any, on deposit in its “Collateral Proceeds
Account” will, when added to the outstanding principal amount of the Pledged
Note plus the amount, if any, on deposit in the Collateral Proceeds Account
constituting Pledged Collateral hereunder plus the amount, if any, on deposit
in any Secured Creditor Collateral Account, be equal to $100,000,000.  In the event that the Borrower elects to
exercise such election, it shall promptly deliver notice of such election in
writing to the Collateral Agent and the Pledgor hereunder, and upon compliance
with the foregoing requirements, Pledgor shall be relieved of any further
obligation to furnish additional or substitute Pledged Collateral under Section
5.2(b).


9.16      Releases


(a)           At such time as the
Loans and the other Obligations (other than any Obligations owing to a
Non-Lender Secured Party) then due and owing shall have been paid in full and
the Term Loan Commitments have been terminated, all Pledged Collateral shall be
automatically released from the Liens created hereby, and this Agreement and
all obligations (other than those expressly stated to survive such termination)
of the Collateral Agent and the Pledgor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party, and all
rights to the Pledged Collateral shall revert to the Pledgor.  At the request and sole expense of the
Pledgor following any such termination, the Collateral Agent shall deliver to
the Pledgor any Pledged Collateral held by the Collateral Agent hereunder, and
the Collateral Agent



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and the Administrative Agent shall execute
and deliver to the Pledgor such documents (including without limitation UCC
termination statements) as the Pledgor shall reasonably request to evidence
such termination.


(b)           In connection with any
sale or other disposition of all of the Capital Stock of the Pledgor (other
than to the Borrower or a Restricted Subsidiary) permitted under the Credit
Agreement, the Collateral Agent shall, upon receipt from the Borrower of a
written request for the release of the Pledged Collateral subject to such sale
or other disposition, identifying the terms of the sale or other disposition in
reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower stating that such
transaction is in compliance with the Credit Agreement and the other Loan
Documents, deliver to the Borrower or the Pledgor any of the Pledged Collateral
held by the Collateral Agent hereunder and the Collateral Agent and the
Administrative Agent shall execute and deliver to the Pledgor (at the sole cost
and expense of the Pledgor) all releases or other documents (including without
limitation UCC termination statements) necessary or reasonably desirable for
the release of the Liens created hereby on the Pledged Collateral, as
applicable, as the Pledgor may reasonably request.


(c)           Upon the designation of
the Pledgor as an Unrestricted Subsidiary in accordance with the provisions of
the Credit Agreement, the Lien pursuant to this Agreement on all Pledged
Collateral of the Pledgor shall be automatically released, and all obligations
of the Pledgor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party and the Collateral Agent
shall, upon the request of the Borrower, deliver to the Pledgor any Pledged
Collateral held by the Collateral Agent hereunder and the Collateral Agent and
the Administrative Agent shall execute and deliver the Pledgor (at the sole
cost and expense of the Pledgor) all releases or other documents (including
without limitation UCC termination statements) necessary or reasonably
desirable for the release of the Liens created hereby on the Pledged Collateral
as the Pledgor may reasonably request.


(d)           If at any time any
Agent or any other Secured Party is paid, or collects or receives, at any time
(upon the exercise of remedies or otherwise) an amount that exceeds, when
aggregated with all other amounts paid, paid over to or collected or otherwise
received by any Agent or any Secured Creditor at any time (upon the exercise of
remedies or otherwise) pursuant to or in connection with this Agreement, any
other Restricted Assets Collateral Document or the Pledged Collateral, the
Maximum Aggregate Secured Amount, all Pledged Collateral shall be automatically
released from the Liens created hereby, and this Agreement and all obligations
(other than those expressly stated to survive such termination) of the
Collateral Agent and the Pledgor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party, and all
rights to the Pledged Collateral shall revert to the Pledgor, provided that (i)
the foregoing release and termination shall not occur if the Existing Indenture
ceases to be in full force and effect as a result of the satisfaction and
discharge thereof in accordance with its terms and (ii) the foregoing release
and termination shall not occur if the Pledgor shall have granted a Lien to any
Person on the Pledged Collateral resulting in the Existing Notes being equally
and ratably secured by the Pledged Collateral pursuant to Section 5.03 of the
Existing Notes Indenture, for so long as the Existing Notes are so equally and
ratably secured.  At the request and sole
expense of the Pledgor following any such termination, the Collateral Agent
shall



 20
 









deliver to the Pledgor any Pledged Collateral
held by the Collateral Agent hereunder, and the Collateral Agent and the
Administrative Agent shall execute and deliver to the Pledgor such documents
(including without limitation UCC termination statements or amendments to financing
statements in form and substance reasonably satisfactory to the Pledgor) as the
Pledgor shall reasonably request to evidence such termination.


9.17      Judgment


(a)           If for the purpose of
obtaining judgment in any court it is necessary to convert a sum due hereunder
in one currency into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Collateral Agent
could purchase the first currency with such other currency on the Business Day
preceding the day on which final judgment is given.


[Remainder
of page left blank intentionally; Signature pages follow.]



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed, all as of the
date first written above.


	
  

  	
  SERVICEMASTER CONSUMER SERVICES

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SERVICEMASTER CONSUMER SERVICES,

  INC., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Title:   President & Chief
  Operating

  
	
   

  	
   

  	
             
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Name: Ernest J. Mrozek

  	
   

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Name: Eric Zarnikow

  	
   

  
	
   

  	
   

  	
  Title:   Senior Vice President &
  Treasurer

  



 













 


	
  Acknowledged and Agreed to as of

  	
   

  
	
  the date hereof by:

  	
   

  
	
   

  	
   

  
	
  CITIBANK, N.A.,

  	
   

  
	
  as Administrative Agent and Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Edward T. Crook

  	
   

  	
   

  
	
   

  	
  Name: Edward T. Crook

  	
   

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  



 



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