American Home Shield 2013 Annual Report Download - page 189

(d) all of the representations and warranties in Section 4 of the Revolving Credit Agreement are, except to the extent that they relate to a
particular date, true and correct in all material respects on and as of the date hereof as if made on the date hereof.
SECTION FIVE Acknowledgment and Consent. Each of the Parent Borrower and each other Loan Party party hereto hereby
acknowledges that it has reviewed the terms and provisions of the Revolving Credit Agreement and this Amendment No. 3 and consents to the amendments of
the Revolving Credit Agreement effected pursuant to this Amendment No. 3. Each of the Parent Borrower and each other Loan Party party hereto hereby
confirms that each Loan Document to which it is a party and all of its Collateral encumbered thereby will continue to guarantee or secure, as the case may be,
as and to the extent provided therein, the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as
such terms are defined in the applicable Loan Document).
Each of the Parent Borrower and each other Loan Party party hereto acknowledges and agrees that each of the Loan Documents to which it
is a party or otherwise bound shall continue in full force and effect, and that all of its obligations thereunder shall be valid and enforceable, in accordance with
the terms thereof, and shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3.
SECTION SIX Reference to and Effect on the Revolving Credit Agreement . This Amendment is a “Loan Document” for
purposes of the Revolving Credit Agreement. On and after giving effect to this Amendment No. 3, each reference in the Revolving Credit Agreement to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Revolving Credit Agreement, and each reference in each of the Loan Documents to
“the Revolving Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Revolving Credit Agreement, shall mean and be a reference to
the Revolving Credit Agreement as amended by this Amendment No. 3. The Revolving Credit Agreement and each of the other Loan Documents, as
specifically amended by this Amendment No. 3, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment No. 3 shall not, except as expressly provided herein, operate as an amendment of any provision of
any of the Loan Documents.
SECTION SEVEN Costs and Expenses. The Borrowers agree to pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment No. 3 and the other instruments and documents
to be delivered hereunder, if any (including, without limitation, the reasonable fees and disbursements of Cahill Gordon & Reindel LLP).
SECTION EIGHT Execution in Counterparts. This Amendment No. 3 may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 3 by telecopy or electronic mail shall
be effective as delivery of a manually executed counterpart of this Amendment No. 3.
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