ANY OTHER AGREEMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT OR
APPLICABLE LAW ARE INDEPENDENT OF AND IN ADDITION TO ANY RIGHTS OF SUCH
INDEMNITEE TO BE INDEMNIFIED UNDER THIS AGREEMENT.
THE RIGHTS OF MANAGER AND
EACH INDEMNITEE AND THE OBLIGATIONS OF THE INDEMNIFYING PARTIES HEREUNDER SHALL
REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON
BEHALF OF SUCH INDEMNITEE.
FOLLOWING THE TRANSACTIONS, EACH OF THE COMPANY
ENTITIES, AND EACH OF THEIR CORPORATE SUCCESSORS, SHALL IMPLEMENT AND MAINTAIN
IN FULL FORCE AND EFFECT ANY AND ALL CORPORATE CHARTER AND BY-LAW PROVISIONS
THAT MAY BE NECESSARY OR APPROPRIATE TO ENABLE IT TO CARRY OUT ITS OBLIGATIONS
HEREUNDER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT
LIMITATION A PROVISION OF ITS CERTIFICATE OF INCORPORATION (OR COMPARABLE
ORGANIZATIONAL DOCUMENT UNDER ITS JURISDICTION OF INCORPORATION) ELIMINATING
LIABILITY OF A DIRECTOR FOR BREACH OF FIDUCIARY DUTY TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, AS AMENDED FROM TIME TO TIME.
SO LONG AS THE
COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP MAINTAINS LIABILITY INSURANCE
FOR ANY DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF ANY SUCH PERSON, THE
INDEMNIFYING PARTIES SHALL ENSURE THAT EACH INDEMNITEE SERVING IN SUCH CAPACITY
IS COVERED BY SUCH INSURANCE IN SUCH A MANNER AS TO PROVIDE INDEMNITEE THE SAME
RIGHTS AND BENEFITS AS ARE ACCORDED TO THE MOST FAVORABLY INSURED OF THE
COMPANY'S AND THE COMPANY GROUP'S THEN CURRENT DIRECTORS AND OFFICERS.
6.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE DELIVERED BY CERTIFIED OR REGISTERED MAIL (FIRST CLASS
POSTAGE PREPAID AND RETURN RECEIPT REQUESTED), TELECOPIER, OVERNIGHT COURIER OR
HAND DELIVERY, AS FOLLOWS:
(A)
IF TO ANY COMPANY ENTITY, TO:
ServiceMaster Global Holdings, Inc.
c/o Clayton, Dubilier & Rice Fund VII, L.P.
1403 Foulk Road, Suite 106
Wilmington, Delaware
19803
Attention:
David H. Wasserman
Facsimile:
(302) 427-7398
with a copy to (which shall not constitute notice):
Clayton, Dubilier & Rice, Inc.
375 Park Avenue
18th Floor
New York, New York
10152
Attention:
Mr. David H. Wasserman
Facsimile:
(212) 893-7061
14
with a copy to (which shall not constitute notice) each other Committing
Investor.
(B)
IF TO MANAGER, TO:
Clayton, Dubilier & Rice, Inc.
375 Park Avenue
18th Floor
New York, New York
10152
Attention:
Mr. David H. Wasserman
Facsimile:
(212) 893-7061
(C)
IF TO THE INVESTOR, CLAYTON, DUBILIER & RICE FUND VII (CO-INVESTMENT), L.P.
OR CD&R PARALLEL FUND VII, L.P., TO IT AT:
1403 FOULK ROAD, SUITE 106
WILMINGTON, DELAWARE
19803
ATTENTION:
DAVID H. WASSERMAN
FACSIMILE:
(302) 427-7398
(D)
IF TO CDR SVM CO-INVESTOR L.P., TO:
CDR SVM CO-INVESTOR L.P.
C/O M&C CORPORATE SERVICES LIMITED
P.O. BOX 309GT
UGLAND HOUSE
SOUTH CHURCH STREET
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES
FACSIMILE: (345) 949-8080
or to such other address or such other person as the Company Entities, Manager,
the Investor or the Other Investors as the case may be, shall have designated by
notice to the other parties hereto.
All communications hereunder shall be
effective upon receipt by