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
2