whatsoever of such Grantor accruing thereunder or pertaining thereto in
the United States, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each such trademark, service mark,
trade name, trade dress or other indicia of trade origin or business
identifiers.
"U.S. Borrowers":
as defined in the Preamble hereto.
"U.S. Subsidiary Borrowers": means TruGreen Limited Partnership and The Terminix
International Company Limited Partnership.
"Vehicles":
all cars, trucks, trailers, construction and earth moving equipment
and other vehicles covered by a certificate of title law of any state and all
tires and other appurtenances to any of the foregoing.
1.2
OTHER DEFINITIONAL PROVISIONS.
(A)
THE WORDS "HEREOF", "HEREIN", "HERETO" AND "HEREUNDER" AND WORDS
OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION,
SCHEDULE AND ANNEX REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(B)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(C)
WHERE THE CONTEXT REQUIRES, TERMS RELATING TO THE COLLATERAL,
PLEDGED COLLATERAL OR SECURITY COLLATERAL, OR ANY PART THEREOF, WHEN USED IN
RELATION TO A GRANTING PARTY SHALL REFER TO SUCH GRANTING PARTY'S COLLATERAL,
PLEDGED COLLATERAL OR SECURITY COLLATERAL OR THE RELEVANT PART THEREOF.
(D)
ALL REFERENCES IN THIS AGREEMENT TO ANY OF THE PROPERTY DESCRIBED
IN THE DEFINITION OF THE TERM "COLLATERAL" OR "PLEDGED COLLATERAL", OR TO ANY
PROCEEDS THEREOF, SHALL BE DEEMED TO BE REFERENCES THERETO ONLY TO THE EXTENT
THE SAME CONSTITUTE COLLATERAL OR PLEDGED COLLATERAL, RESPECTIVELY.
SECTION 2
GUARANTEE
2.1
GUARANTEE.
(A)
EACH OF THE GUARANTORS HEREBY, JOINTLY AND SEVERALLY,
UNCONDITIONALLY AND IRREVOCABLY, GUARANTEES TO THE ADMINISTRATIVE AGENT, FOR THE
RATABLE BENEFIT OF THE SECURED PARTIES, THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE BY EACH BORROWER WHEN DUE AND PAYABLE (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE) OF THE BORROWER OBLIGATIONS OF SUCH
BORROWER.
(B)
ANYTHING HEREIN OR IN ANY OTHER LOAN DOCUMENT TO THE CONTRARY
NOTWITHSTANDING, THE MAXIMUM LIABILITY OF EACH GUARANTOR HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS SHALL IN NO EVENT EXCEED THE AMOUNT THAT CAN BE GUARANTEED
BY SUCH GUARANTOR UNDER APPLICABLE LAW, INCLUDING APPLICABLE FEDERAL AND STATE
LAWS RELATING TO THE INSOLVENCY OF DEBTORS; PROVIDED THAT, TO
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THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IT IS THE INTENT OF THE
PARTIES HERETO THAT (X) THE AMOUNT OF THE LIABILITY OF ANY OF THE GUARANTORS OR
ANY GUARANTEE IN RESPECT OF INDEBTEDNESS REPRESENTED BY THE SENIOR INTERIM LOAN
FACILITY SHALL BE REDUCED BEFORE THE AMOUNT OF THE LIABILITY OF THE RESPECTIVE
GUARANTOR IS REDUCED HEREUNDER AND (Y) THE RIGHTS OF CONTRIBUTION OF EACH
GUARANTOR PROVIDED IN FOLLOWING SUBSECTION 2.2 BE INCLUDED AS AN ASSET OF THE
RESPECTIVE GUARANTOR IN DETERMINING THE MAXIMUM LIABILITY OF SUCH GUARANTOR
HEREUNDER.
(C)
EACH GUARANTOR AGREES THAT THE BORROWER OBLIGATIONS GUARANTEED BY
IT HEREUNDER MAY AT ANY TIME AND FROM TIME TO TIME EXCEED