American Home Shield 2010 Annual Report Download - page 179

Liens) on any of such Loan Party's properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation;
(b) this Amendment No. 1 constitutes a legal, valid and binding obligation of such Loan Party, enforceable
against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or
foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);
(c) no Default or Event of Default has occurred and is continuing; and
(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. 1 and consents to the amendments of the Revolving Credit Agreement effected pursuant to this Amendment No. 1.
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. 1.
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