MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH,
TERMINATION OR VALIDITY OF THIS AGREEMENT.
WITH RESPECT TO CLAUSE (D) OF THE
IMMEDIATELY PRECEDING SENTENCE, EACH OF THE PARTIES HERETO ACKNOWLEDGES AND
CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER CONTAINED THEREIN, (II) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES
SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION 8.
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4
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
CLAYTON, DUBILIER & RICE, INC.
By:
/s/ Theresa A. Gore
Name: Theresa A. Gore
Title: Vice President, Treasurer, and
Assistant Secretary
BANC OF AMERICA CAPITAL
INVESTORS V, L.P.
By: Banc of America Capital
Management V, L.P., its General Partner
By: BACM I GP, LLC, its General Partner
By:
/s/ J. Travis Hain
Name: J Travis Hain
Title: Managing Member
CITIGROUP ALTERNATIVE
INVESTMENTS LLC
By:
/s/ Darren Friedman
Name: Darren Friedman
Title: Authorized Signatory
J.P. MORGAN VENTURES
CORPORATION
By:
/s/ Lisa Fitzgerald
Name: Lisa Fitzgerald
Title: Managing Director
SERVICEMASTER GLOBAL
HOLDINGS, INC.
By:
/s/ Theresa A. Gore
Name:
Theresa A. Gore
Title:
Vice President and Treasurer
THE SERVICEMASTER COMPANY
By:
/s/ Eric Zarnikow
Name:
Eric Zarnikow
Title:
Senior Vice President &
Treasurer