RATIFICATION AND CONFIRMATION
OF GUARANTY
This RATIFICATION AND CONFIRMATION OF GUARANTY
(this “ Ratification ”) is made as of the 30th
day of March, 2007 by the undersigned for the benefit of TEXAS
CAPITAL BANK, NATIONAL ASSOCIATION , as Administrative Agent
(“ Agent ”), on behalf of itself and the other
Lenders, and their Affiliates (Agent, other Lenders and their
Affiliates, together with their successors and assigns, herein
sometimes collectively called “ Beneficiaries
”).
Agent and Home Solutions of America, Inc., a
Delaware corporation (the “ Borrower ”) and
certain lenders entered into that certain Credit Agreement dated as
of November 1, 2006 (as amended, modified, supplemented, and
restated from time to time, the “ Credit Agreement
”).
The Borrower has requested and the Agent and
Lenders have agreed to amend the Credit Agreement upon the terms
and conditions contained in that certain First Amendment to Credit
Agreement, dated as of the date hereof, by and among the Borrower,
Agent and each of the Lenders that is a signatory thereto
(individually, a “ Lender ” and collectively,
the “ Lenders ”) (the “ Amendment
”).
Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in Credit
Agreement.
Each Guarantor (a) consents and agrees to
the terms of the Amendment and all other Loan Documents executed in
connection therewith, (b) affirms that nothing contained in
the Amendment shall modify, limit or otherwise alter in any respect
whatsoever its obligations under the Guaranty, and (c) agrees
that the Guaranty remains in full force and effect, continues to be
legal, valid, binding, and enforceable in accordance with its
terms, and that such Guaranty continues to guarantee the repayment
Guarante
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