Exhibit 10.35
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of
August 13, 2008, made by TRUGREEN LANDCARE, a California
general partnership (the “Additional Granting Party”),
in favor of CITIBANK, N.A.., as administrative agent and collateral
agent (in such capacity, the “ Revolving Collateral
Agent ”) for the banks and other financial institutions
(the “ Lenders ”) from time to time parties to
the Revolving Credit Agreement referred to below and the other
Secured Parties (as defined below). All capitalized terms not
defined herein shall have the meaning ascribed to them in such the
Guarantee and Collateral Agreement referred to below, or if not
defined therein, in the Revolving Credit Agreement.
W I T N
E S S E
T H :
WHEREAS, The ServiceMaster Company,
a Delaware corporation (the “ Parent Borrower
”), Citibank, N.A., as administrative agent and revolving
collateral agent, JPMorgan Chase Bank, N.A., as syndication agent
and the Lenders are parties to a Revolving Credit Agreement, dated
as of July 24, 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “ Revolving
Credit Agreement ”);
WHEREAS, the Parent Borrower, CDRSVM
Holding, Inc., a Delaware corporation (“ Holding
”) and the Subsidiary Guarantors are, or are to become,
parties to the Guarantee and Collateral Agreement, dated as of
July 24, 2007 (as amended, supplemented, waived or otherwise
modified from time to time, the “ Guarantee and Collateral
Agreement ”), in favor of the Revolving Collateral Agent,
for the ratable benefit of the Secured Parties (as defined in the
Guarantee and Collateral Agreement);
WHEREAS, the Additional Granting
Party is a member of an affiliated group of companies that includes
the Parent Borrower and each other Granting Party; the proceeds of
the extensions of credit under the Revolving Credit Agreement will
be used in part to enable the Parent Borrower to make valuable
transfers to one or more of the other Granting Parties (including
the Additional Granting Party) in connection with the operation of
their respective businesses; and the Parent Borrower and
t
