EACH LENDER HEREBY NOTIFIES EACH 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 EACH BORROWER AND EACH
SUBSIDIARY GUARANTOR, WHICH INFORMATION INCLUDES THE NAME OF EACH BORROWER AND
EACH SUBSIDIARY GUARANTOR AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO
IDENTIFY EACH BORROWER AND EACH SUBSIDIARY GUARANTOR IN ACCORDANCE WITH THE
PATRIOT ACT, AND EACH BORROWER AGREES TO PROVIDE SUCH INFORMATION FROM TIME TO
TIME TO ANY LENDER.
10.19
SPECIAL PROVISIONS REGARDING PLEDGES OF CAPITAL STOCK IN, AND
PROMISSORY NOTES OWED BY, PERSONS NOT ORGANIZED IN THE U.S.
TO THE EXTENT ANY
SECURITY DOCUMENT REQUIRES OR PROVIDES FOR THE PLEDGE OF PROMISSORY NOTES ISSUED
BY, OR CAPITAL STOCK IN, ANY PERSON ORGANIZED UNDER THE LAWS OF A JURISDICTION
OUTSIDE THE UNITED STATES, IT IS ACKNOWLEDGED THAT, AS OF THE CLOSING DATE, NO
ACTIONS HAVE BEEN REQUIRED TO BE TAKEN TO PERFECT, UNDER LOCAL LAW OF THE
JURISDICTION OF THE PERSON WHO ISSUED THE RESPECTIVE PROMISSORY NOTES OR WHOSE
CAPITAL STOCK IS PLEDGED, UNDER THE SECURITY DOCUMENTS.
THE PARENT BORROWER
HEREBY AGREES THAT, FOLLOWING ANY REQUEST BY THE ADMINISTRATIVE AGENT OR
REQUIRED LENDERS TO DO SO, THE PARENT BORROWER SHALL, AND SHALL CAUSE ITS
RESTRICTED SUBSIDIARIES TO, TAKE (TO THE EXTENT THEY MAY LAWFULLY DO SO) SUCH
ACTIONS (INCLUDING THE MAKING OF ANY FILINGS AND THE DELIVERY OF APPROPRIATE
LEGAL OPINIONS) UNDER THE LOCAL LAW OF ANY JURISDICTION WITH RESPECT TO WHICH
SUCH ACTIONS HAVE NOT ALREADY BEEN TAKEN AS ARE REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT OR REQUIRED LENDERS TO BE NECESSARY OR REASONABLY DESIRABLE
IN ORDER TO FULLY PERFECT, PRESERVE OR PROTECT THE SECURITY INTERESTS GRANTED
PURSUANT TO THE VARIOUS SECURITY DOCUMENTS UNDER THE LAWS OF SUCH JURISDICTIONS.
167
[Signature Pages Follow]
168
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:
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
BORROWER:
TRUGREEN LIMITED PARTNERSHIP
By:
TRUGREEN, INC., its general partner
By:
/s/ Jim Kaput
Name:
Jim Kaput
Title:
Senior Vice President
By:
/s/ Eric Zarnikow
Name:
Eric Zarnikow
Title:
Assistant Treasurer
BORROWER:
THE TERMINIX INTERNATIONAL COMPANY
LIMITED PARTNERSHIP
By:
TERMINIX INTERNATIONAL, INC., its general partner
By:
/s/ Ernest J. Mrozek
Name:
Ernest J. Mrozek
Title:
Treasurer
By:
/s/ Eric Zarnikow
Name:
Eric Zarnikow
Title:
Assistant Treasurer
S-1
AGENT:
CITIBANK, N.A.,
as Administrative Agent, Revolving Collateral
Agent , Issuing Bank and a Lender
By:
/s/ Timothy P. Dilworth
Name:
Timothy P. Dilworth
Title:
Vice President
S-2
AGENT:
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent and a Lender
By:
/s/ Kathryn A. Duncan
Name:
Kathryn A. Duncan
Title:
Managing Director
S-3
LENDERS:
Blue Ridge