to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary
with no Indebtedness outstanding other than Indebtedness that can be Incurred
(and upon such designation shall be deemed to be Incurred and outstanding)
pursuant to subsection 7.1(b).
Any such designation by the Board of Directors
shall be evidenced to the Administrative Agent by promptly delivering to the
Administrative Agent a copy of the resolution of the Board of Directors giving
effect to such designation and a certificate signed by a Responsible Officer of
the Parent Borrower certifying that such designation complied with the foregoing
provisions.
"U.S. Subsidiary Borrowers":
TruGreen Limited Partnership and The Terminix
International Company Limited Partnership.
62
"U.S. Tax Compliance Certificate":
as defined in subsection 3.11(b).
"Voting Stock":
as defined in the definition of "Change of Control".
1.2
OTHER DEFINITIONAL PROVISIONS.
(A)
UNLESS OTHERWISE SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS
AGREEMENT SHALL HAVE THE DEFINED MEANINGS WHEN USED IN ANY NOTES, ANY OTHER LOAN
DOCUMENT OR ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO.
(B)
AS USED HEREIN AND IN ANY NOTES AND ANY OTHER LOAN DOCUMENT, AND
ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO,
ACCOUNTING TERMS RELATING TO THE PARENT BORROWER AND ITS SUBSIDIARIES NOT
DEFINED IN SUBSECTION 1.1 AND ACCOUNTING TERMS PARTLY DEFINED IN SUBSECTION 1.1,
TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM
UNDER GAAP.
(C)
THE WORDS "HEREOF", "HEREIN" 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, SUBSECTION,
SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO
BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION", IF NOT EXPRESSLY FOLLOWED BY
SUCH PHRASE OR THE PHRASE "BUT NOT LIMITED TO."
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(E)
FOR ALL PURPOSES OF THIS AGREEMENT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED OR UNLESS THE CONTEXT OTHERWISE REQUIRES:(I) "OR" IS NOT EXCLUSIVE;
(II) ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN ACCORDANCE WITH GAAP; AND (III) REFERENCES TO SECTIONS OF,
OR RULES UNDER, THE SECURITIES ACT SHALL BE DEEMED TO INCLUDE SUBSTITUTE,
REPLACEMENT OR SUCCESSOR SECTIONS OR RULES ADOPTED BY THE SEC FROM TIME TO TIME.
SECTION 2.
AMOUNT AND TERMS OF COMMITMENTS.
2.1
REVOLVING COMMITMENTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH LENDER SEVERALLY
AGREES TO MAKE REVOLVING CREDIT LOANS (TOGETHER, THE "REVOLVING LOANS") TO EACH
OF THE BORROWERS FROM TIME TO TIME DURING THE REVOLVING COMMITMENT PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING WHICH, WHEN ADDED TO SUCH
LENDER'S REVOLVING COMMITMENT PERCENTAGE OF THE SUM OF THE THEN OUTSTANDING L/C
OBLIGATIONS AND THE THEN OUTSTANDING SWING LINE LOANS, DOES NOT EXCEED THE
AMOUNT OF SUCH LENDER'S REVOLVING COMMITMENT