A WHOLE MULTIPLE OF $1.0 MILLION IN EXCESS THEREOF AND
SHALL REDUCE PERMANENTLY THE DELAYED DRAW TERM LOAN COMMITMENTS THEN IN EFFECT.
(B)
THE BORROWER MAY AT ANY TIME OR FROM TIME TO
TIME, UPON NOT LESS THAN THREE BUSINESS DAYS' PRIOR NOTICE TO THE ADMINISTRATIVE
AGENT, DIRECT THE ADMINISTRATIVE AGENT TO REDUCE THE TOTAL LC FACILITY DEPOSIT;
PROVIDED THAT (I) EACH PARTIAL REDUCTION OF THE LC FACILITY DEPOSITS SHALL BE IN
AN INTEGRAL MULTIPLE OF $1.0 MILLION AND (II) THE LC FACILITY DEPOSITS SHALL NOT
BE REDUCED TO THE EXTENT THAT, AFTER GIVING EFFECT TO SUCH REDUCTION, THE LC
FACILITY EXPOSURE (EXCLUDING ANY AMOUNTS THEREOF ATTRIBUTABLE TO UNDRAWN LC
FACILITY LETTERS OF CREDIT PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A BACKSTOP LETTER OF CREDIT REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT WITH RESPECT TO EACH SUCH UNDRAWN LC FACILITY LETTER OF
CREDIT) WOULD EXCEED THE TOTAL LC FACILITY DEPOSIT.
IN THE EVENT THE TOTAL LC
FACILITY DEPOSIT SHALL BE REDUCED AS PROVIDED IN THE PRECEDING SENTENCE, THE
ADMINISTRATIVE AGENT WILL RETURN THE AMOUNT IN THE CREDIT-LINKED DEPOSIT ACCOUNT
IN EXCESS OF THE REDUCED TOTAL LC FACILITY DEPOSIT TO THE LC FACILITY LENDERS,
RATABLY IN ACCORDANCE WITH THEIR LC FACILITY PERCENTAGE OF THE TOTAL LC FACILITY
DEPOSIT (AS DETERMINED IMMEDIATELY PRIOR TO SUCH REDUCTION).
IF THE TOTAL LC
FACILITY
81
DEPOSIT SHALL HAVE BEEN REDUCED TO ZERO, THE BORROWER MAY AT ITS OPTION
TERMINATE THE LC FACILITY BY NOTICE TO THE ADMINISTRATIVE AGENT.
(C)
IF ANY LC FACILITY LETTER OF CREDIT REMAINS
OUTSTANDING ON THE LC FACILITY MATURITY DATE, THE BORROWER WILL DEPOSIT WITH THE
ADMINISTRATIVE AGENT, IN ACCORDANCE WITH THE PENULTIMATE PARAGRAPH OF SECTION 8,
AN AMOUNT IN CASH EQUAL TO THE AGGREGATE UNDRAWN AMOUNT OF ALL OUTSTANDING LC
FACILITY LETTERS OF CREDIT IN ORDER TO SECURE THE BORROWER'S REIMBURSEMENT
OBLIGATIONS WITH RESPECT TO ANY DRAWINGS THAT MAY OCCUR.
SUBJECT ONLY TO THE
BORROWER'S COMPLIANCE WITH ITS OBLIGATIONS UNDER THE PRECEDING SENTENCE, ANY
AMOUNT OF THE LC FACILITY DEPOSITS IN THE CREDIT-LINKED DEPOSIT ACCOUNT WILL BE
RETURNED BY THE ADMINISTRATIVE AGENT AND DISTRIBUTED TO THE LC FACILITY LENDERS
ON THE LC FACILITY MATURITY DATE.
SECTION 4.
REPRESENTATIONS AND
WARRANTIES.
TO INDUCE THE ADMINISTRATIVE AGENT, THE LC FACILITY ISSUING BANK
AND EACH LENDER TO MAKE THE EXTENSIONS OF CREDIT REQUESTED TO BE MADE BY IT ON
THE CLOSING DATE AND ON EACH BORROWING DATE THEREAFTER, THE BORROWER HEREBY
REPRESENTS AND WARRANTS, ON THE CLOSING DATE, AFTER GIVING EFFECT TO THE
TRANSACTIONS, AND ON EACH BORROWING DATE THEREAFTER, TO THE ADMINISTRATIVE AGENT
AND EACH LENDER THAT:
4.1
FINANCIAL CONDITION.
THE AUDITED
CONSOLIDATED BALANCE SHEETS OF SERVICEMASTER AND ITS CONSOLIDATED SUBSIDIARIES
AS OF DECEMBER 31, 2005 AND DECEMBER 31, 2006 AND THE CONSOLIDATED STATEMENTS OF
INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER
31, 2004, DECEMBER 31, 2005 AND DECEMBER 31, 2006, REPORTED ON BY AND
ACCOMPANIED BY UNQUALIFIED REPORTS FROM DELOITTE & TOUCHE LLP, PRESENT FAIRLY,
IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL CONDITION AS