OF ITS AFFILIATES) BEING VIOLATED.
(B)
EACH LENDER ACKNOWLEDGES THAT ANY SUCH INFORMATION REFERRED TO IN
SUBSECTION 10.16(A), AND ANY INFORMATION (INCLUDING REQUESTS FOR WAIVERS AND
AMENDMENTS) FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO OR
IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER, THE OTHER LOAN PARTIES
AND THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE SECURITIES.
EACH LENDER
REPRESENTS AND CONFIRMS THAT SUCH LENDER HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION; THAT SUCH LENDER WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
AND APPLICABLE LAW, INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES LAWS;
AND THAT SUCH LENDER HAS IDENTIFIED TO THE ADMINISTRATIVE AGENT A CREDIT CONTACT
WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
113
10.17
USA PATRIOT ACT NOTICE.
EACH LENDER HEREBY NOTIFIES THE BORROWER
THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. LAW
107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "PATRIOT ACT"), IT IS REQUIRED
TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER AND EACH
SUBSIDIARY GUARANTOR, WHICH INFORMATION INCLUDES THE NAME OF THE BORROWER AND
EACH SUBSIDIARY GUARANTOR AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO
IDENTIFY THE BORROWER AND EACH SUBSIDIARY GUARANTOR IN ACCORDANCE WITH THE
PATRIOT ACT, AND THE BORROWER AGREES TO PROVIDE SUCH INFORMATION FROM TIME TO
TIME TO ANY LENDER.
[Signature Pages Follow]
114
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers, as of the
date first written above.
BORROWER:
CDRSVM ACQUISITION CO., INC.
By:
/s/ Theresa A. Gore
Name: Theresa A. Gore
Title: Vice President and Treasurer
AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
/s/ Bruce S. Borden
Name: Bruce S. Borden
Title: Executive Director
By:
/s/ Kathryn A. Duncan
Name: Kathryn A. Duncan
Title: Managing Director
AGENT:
CITIGROUP GLOBAL MARKETS INC.,
as Syndication Agent
By:
/s/ Timothy P. Dilworth
Name: Timothy P. Dilworth
Title: Director
LENDER:
JPMORGAN CHASE BANK, N.A.
By:
/s/ Bruce S. Borden
Name: Bruce S. Borden
Title: Executive Director
LENDER:
CITICORP NORTH AMERICA, INC.
By:
/s/ Timothy P. Dilworth
Name: Timothy P. Dilworth
Title: Director
S-1
LENDER:
BANK OF AMERICA BRIDGE LLC
By:
/s/ Robert Klawinski
Name: Robert Klawinski
Title: Senior Vice President
LENDER:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:
/s/ Bruce H. Mendelsohn
Name: Bruce H. Mendelsohn
Title: Authorized Signatory
LENDER:
MORGAN STANLEY SENIOR FUNDING, INC.
By:
/s/ Henry F. D'Alessandro
Name: Henry F. D'Alessandro
Title: Vice President
S-2
EXHIBIT A TO
SENIOR INTERIM LOAN CREDIT AGREEMENT
FORM OF SENIOR INTERIM LOAN NOTE
$
New York, New York
[
], 200[7][8]
FOR VALUE RECEIVED, the undersigned, THE SERVICEMASTER COMPANY, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to
(the "Lender") and its successors and assigns, at
the office of the Administrative Agent, in lawful