Common use of Rationing Clause in Contracts

Rationing. If the Primary Underwriter determines in good faith that inclusion of all of the Secondary Shares which the Secondary Sellers desire to include in a Piggyback Registration would create a significant risk that either the quantity of securities that the Primary Seller could otherwise sell or that the price per Share of such securities to be received by the Primary Seller would be reduced, then (i) the Secondary Sellers shall be entitled to include in such registration the largest number of Secondary Shares which the Primary Underwriter determines will not create such a risk (herein called the "Piggyback Total"), (ii) the maximum number of Secondary Shares which any given Secondary Seller shall be entitled to include in the registration shall be determined by multiplying the Piggyback Total times a fraction the numerator of which is the number of Secondary Shares which such Secondary Seller desires to include in such registration and which are not excluded by any of the preceding provisions of this Section 7.8 and the denominator of which is the number of Secondary Shares which all Secondary Sellers desire to include in such registration and which are not excluded pursuant to any of the preceding provisions of this Section 7.8. Notwithstanding the foregoing sentence, WMX shall be entitled to include in the registration a minimum number of ServiceMaster Shares equal to 20% of the sum of the Piggyback Total plus the number of Primary Shares.

Rationing. If the Primary Underwriter determines in good faith that inclusion of all of the Secondary Shares which the Secondary Sellers desire to include in a Piggyback Registration would create a significant risk that either the quantity of securities that the Primary Seller could otherwise sell or that the price per Share of such securities to be received by the Primary Seller would be reduced, then (i) the Secondary Sellers shall be entitled to include in such registration the largest number of Secondary Shares which the Primary Underwriter determines will not create such a risk (herein called the "Piggyback Total"), (ii) the maximum number of Secondary Shares which any given Secondary Seller shall be entitled to include in the registration shall be determined by multiplying the Piggyback Total times a fraction the numerator of which is the number of Secondary Shares which such Secondary Seller desires to include in such registration and which are not excluded by any of the preceding provisions of this Section 7.8 Article 2 and the denominator of which is the number of Secondary Shares which all Secondary Sellers desire to include in such registration and which are not excluded pursuant to any of the preceding provisions of this Section 7.8. Notwithstanding the foregoing sentence, WMX shall be entitled to include in the registration a minimum number of ServiceMaster Shares equal to 20% of the sum of the Piggyback Total plus the number of Primary SharesArticle 2.

Rationing. If the Primary Underwriter determines in good faith that inclusion of all of the Secondary Shares Units which the Secondary Sellers desire to include in a Piggyback an Available Registration would create a significant risk that either the quantity of securities that the Primary Seller could otherwise sell or that the price per Share unit of such securities to be received by the Primary Seller would be reduced, then (i) the Secondary Sellers shall be entitled to include in such registration the largest number of Secondary Shares Units which the Primary Underwriter determines will not create such a risk (herein called the "Piggyback “Available Total"”), (ii) the maximum number of Secondary Shares Units which any given Secondary Seller shall be entitled to include in the registration shall be determined by multiplying the Piggyback Available Total times a fraction the numerator of which is the number of Secondary Shares Units which such Secondary Seller desires to include in such registration and which are not excluded by any of the preceding provisions of this Section 7.8 15.17 (h) and the denominator of which is the number of Secondary Shares Units which all Secondary Sellers desire to include in such registration and which are not excluded pursuant to any of the preceding provisions of this Section 7.8I5.17(h). Notwithstanding the foregoing sentence, WMX WM Partner shall be entitled to include in the registration a minimum number of ServiceMaster Parent Company Shares equal to 20% of the sum of the Piggyback Available Total plus the number of Primary SharesUnits.