DEBT
FINANCING (OR AS AGENTS FOR THE LENDERS THEREUNDER) OR IN THE PERFORMANCE OF
SERVICES PURSUANT TO (X) THE ENGAGEMENT LETTER, DATED MARCH 18, 2007, AMONG
CDRSVM ACQUISITION CO., INC., CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN
SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC OR (Y) THE ENGAGEMENT LETTER,
DATED APRIL 9, 2007, AMONG CDRSVM ACQUISITION CO., INC., CITIGROUP GLOBAL
MARKETS INC., J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC,
GOLDMAN, SACHS & CO., AND MORGAN STANLEY & CO., INCORPORATION, IT BEING
UNDERSTOOD THAT THE PERFORMANCE OF SUCH SERVICES WILL BE SUBJECT TO THE SEPARATE
INDEMNIFICATION PROVISIONS OF THE DEBT FINANCING AND/OR THOSE ENGAGEMENT LETTERS
OR (II) A PROVIDER OF FINANCIAL ADVISORY SERVICES TO THE COMPANY IN CONNECTION
WITH THE MERGER PURSUANT TO THE ENGAGEMENT LETTER, DATED MARCH 16, 2007, BETWEEN
THE COMPANY AND CITIGROUP GLOBAL MARKETS INC.
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 ANY OF THE INVESTOR, THE OTHER INVESTORS OR INVESTOR ASSOCIATES, TO
IT AT:
C/O CITI PRIVATE EQUITY
388 GREENWICH STREET, 32ND FLOOR
NEW YORK, NEW YORK 10013
ATTENTION:
DARREN FRIEDMAN
FACSIMILE:
(646) 291-3063
WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE):
CITI PRIVATE EQUITY
388 GREENWICH STREET, 32ND FLOOR
NEW YORK, NEW YORK 10013
ATTENTION:
RANESH RAMANATHAN
FACSIMILE:
(646) 291-3063
or to such other address or such other person as the Company Entities, the
Investor, the Other Investors or Investor Associates, as the case may be, shall
have designated by notice to the other parties hereto.
All communications
hereunder shall be effective upon receipt by the party to which they are
addressed.
A copy of any notice or other communication given under this
Agreement shall also be given to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York
10022
Attention:
Franci J. Blassberg, Esq.
Facsimile:
(212) 909-6836
7.
ARBITRATION
(A)
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, RELATING TO, OR
IN CONNECTION WITH THIS CONTRACT, OR THE BREACH, TERMINATION, ENFORCEMENT,
INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR
APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE FINALLY DETERMINED BY
ARBITRATION.
THE ARBITRATION SHALL BE ADMINISTERED BY JAMS.
IF THE DISPUTED
CLAIM OR COUNTERCLAIM EXCEEDS $250,000, NOT INCLUDING INTEREST OR ATTORNEYS'
FEES, THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES ("JAMS
COMPREHENSIVE RULES") IN EFFECT AT THE TIME OF THE ARBITRATION SHALL GOVERN THE
ARBITRATION,