American Home Shield 2013 Annual Report Download - page 188

repayments of any such loans or advances) equal to the sum of (x) the aggregate amount of Restricted Payments made on or prior
to the Amendment No. 3 Effective Date pursuant to this subsection 7.5(b)(vii) and (y) the greater of $75.0 million and 5.0% of
Consolidated Tangible Assets;”
(ii) By adding the following sentence after the last sentence thereof:
“The Parent Borrower, in its sole discretion, may classify any Investment or other Restricted Payment as being made in part
under one of the provisions of this covenant (or in the case of any Investment, the clauses of Permitted Investments) and in part
under one or more other such provisions (or, as applicable, clauses).”
(e) Schedule A is hereby deleted in its entirety and replaced with Schedule A attached to this Amendment No. 3.
SECTION THREE Conditions to Effectiveness. This Amendment No. 3 shall become effective on the date on which the following
condition is satisfied (the “Amendment No. 3 Effective Date”): the Administrative Agent shall have received counterparts of this Amendment No. 3 executed by
each of the Loan Parties and the Required Lenders.
The Administrative Agent shall give prompt notice in writing to the Parent Borrower of the occurrence of the Amendment No. 3 Effective
Date.
SECTION FOUR Representations and Warranties. In order to induce the Lenders party hereto to enter into this Amendment
No. 3, each Loan Party party hereto represents and warrants to each of the Lenders that as of the Amendment No. 3 Effective Date:
(a) the execution, delivery and performance by such Loan Party of this Amendment No. 3 are within such Loan Party’s corporate or other
organizational powers, have been duly authorized by all necessary corporate or other organizational action, and will not (i) violate any
Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material
Adverse Effect and (ii) result in, or require, the creation or imposition of any Lien (other than Permitted 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. 3 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
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