Common use of All Extensions of Credit Clause in Contracts

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make any Loan (other than Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters of Credit under this Agreement unless: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a), (together with the Swingline Bank) a Notice of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with Section 3.02; (b) both immediately before and immediately after giving effect to such Loan or issuing such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (c) all of the representations and warranties of Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan or the date of issuance of such Letter of Credit as if made on and as of the date of such Loan or Letter of Credit (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the making of each Loan or issuance of a Letter of Credit, shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (b) and (c) of this Section 4.02.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make any Loan (other than Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the no Issuing Bank shall have no any obligation to issue Letters of Credit under this Agreement unless: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a), (together with the Swingline Bank) a Notice of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the applicable Issuing Bank) a Letter of Credit Notice in accordance with Section 3.02; (b) both immediately before and immediately after giving effect to such Loan or issuing such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (c) all of the representations and warranties of Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan or the date of issuance of such Letter of Credit as if made on and as of the date of such Loan or Letter of Credit (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the making of each Loan or issuance of a Letter of Credit, shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (b) and (c) of this Section 4.02.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make any Loan to any Borrower (other than Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the no Issuing Bank shall have no any obligation to issue Letters of Credit for the account of any Borrower under this Agreement unless: (a) the Administrative Agent shall have received from such Borrower a Notice of Borrowing in accordance with Section 2.02(a), (together with the Swingline Bank) a Notice of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the applicable Issuing Bank) a Letter of Credit Notice in accordance with Section 3.02; (b) both immediately before and immediately after giving effect to such Loan or issuing such Letter of Credit, no Default or Event of Default under this Agreement with respect to such Borrower shall have occurred and be continuing; and (c) all of the representations and warranties of such Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Effective Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan or the date of issuance of such Letter of Credit as if made on and as of the date of such Loan or Letter of Credit (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit NoticeNotice by a Borrower, and the making of each Loan or issuance of a Letter of Credit, shall be deemed to be a representation and warranty by such Borrower on the date of such Loan as to the facts specified in clauses (b) and (c) of this Section 4.02.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to The obligations of the contrary, no Bank shall have any obligation Lenders to make any Loan (other than Revolving Loans made for hereunder, and the purpose obligation of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters of Credit under hereunder, are subject to the satisfaction of the conditions precedent set forth in this Agreement unlessSection 4.02 on the date of each Borrowing and on the date of issuance of each Letter of Credit: (a) the The Administrative Agent shall have received a Notice notice of such Borrowing in accordance with as required by Section 2.02(a), (together with 2.03 or a notice requesting the Swingline Bank) a Notice issuance of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with as required by Section 3.02;2.21(c), as applicable. (b) both immediately before The representations and warranties set forth in Article III hereof and the representations and warranties of the Borrower and the other Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of the issuance of such Letter of Credit with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (c) At the time of and immediately after giving effect to such Loan Borrowing or issuing the issuance of such Letter of Credit, the aggregate outstanding principal amount of the Loans of each Class and the Letter of Credit Exposure of each Class will not exceed the limitations set forth in Section 2.01 and Section 2.21, respectively. (d) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; and. (ce) all In the case of each Tranche A Revolving Credit Borrowing and each request for the issuance of a Tranche A Letter of Credit, the Administrative Agent shall have received the most recent Borrowing Base Certificate required in accordance with Section 5.02(k). (f) The Administrative Agent shall have received a certificate, substantially in the form of Exhibit I-2 hereto, of a Responsible Officer of the representations and warranties of Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and dated as of the date of such Loan Borrowing or the date of such issuance of Letter of Credit, certifying as of such date, that: (i) (x) the proposed use of proceeds of such Borrowing or such Letter of Credit complies with Section 3.13(a) or (b), as applicable, describing such proposed use and specifying the basis for such conclusion in reasonable detail, and (y) such Borrowing or Letter of Credit is permitted under the Note Agreements and the Parent Indenture, specifying the relevant exceptions thereunder for such purpose (together with supporting calculations and pro forma financial statements demonstrating fulfillment of such condition to the satisfaction of the Agents); (ii) after giving effect to such Borrowing or issuance of Letter of Credit requested to be made or issued hereunder, the ratio of Parent Consolidated Funded Debt to Parent Consolidated Cash Flow as of the proposed date of such Borrowing or issuance of such Letter of Credit, as applicable, shall be no greater than 5.00 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating fulfillment of such condition to the satisfaction of the Agents); (iii) neither the Borrower nor any of its Subsidiaries shall have made any Restricted Payment since the date of the most recent Borrowing or issuance of Letter of Credit as if if, on the date of such Restricted Payment, the ratio of (x) Parent Consolidated Cash Flow to (y) Parent Consolidated Interest Expense plus the aggregate amount of Restricted Payments made on by the Public Partnership to its equityholders during the Reference Period with respect to such date, was less than 0.75 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating fulfillment of such condition to the satisfaction of the Agents); (iv) as of the date of such Loan Borrowing or issuance of such Letter of Credit Credit, the Public Partnership and its Subsidiaries shall have in effect minimum weather insurance coverage of $12,500,000 on a consolidated basis; and (except v) with respect to the extent Plans as to which any of Star Gas Partners, L.P., the Borrower or any of their respective Subsidiaries or Related Person of Star Gas Partners, L.P. or the Borrower may have any liability, the excess of the present value of the accrued benefits (vested and unvested) of the participants in each such representation Plan over the assets of each such plan (each as determined on a projected benefit obligation basis, based on the actuarial methods and assumptions indicated in the most recent applicable actuarial valuation reports), does not exceed an aggregate amount equal to $7,500,000 on such date. (g) During the most recent period referred to in Section 2.11(d), neither the Borrower nor any Restricted Subsidiary shall have either (x) any outstanding Indebtedness owed to Petro Holdings or warranty is expressly stated any of its subsidiaries or (y) permitted to exist, or have become the beneficiary of, any Investment by Petro Holdings or any of its subsidiaries in the Borrower or any of the Restricted Subsidiaries. (h) Since September 30, 2002, there has been no development or event that has had or could reasonably be expected to have been made a Parent Material Adverse Effect. (i) Within 90 days after the Closing Date, the Borrower shall have provided evidence satisfactory to the Administrative Agent with respect to each account of the Borrower covered by an effective Lockbox Agreement under the Existing Credit Agreement as of a specific date, in which case the Closing Date either that (i) the depositary banks under such representation or warranty shall Lockbox Agreement has been notified that JPMorgan Chase Bank has replaced Fleet National Bank as the administrative agent and has been instructed to redirect the monies required to be true and correct as transferred to an account of the Borrower with Fleet National Bank pursuant to the terms of such date)Lockbox Agreement to an account of the Borrower with JPMorgan Chase Bank, acknowledged in writing by such depositary bank or (ii) such account has been closed. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, hereunder and each request for the making of each Loan or issuance of a Letter of Credit, Credit hereunder shall be deemed to be constitute a representation and warranty by the Borrower on the date of such Loan as to Borrowing or issuance that the facts specified conditions in clauses (b) and (c) of this Section 4.02 have been satisfied. For purposes of Section 4.02, the "issuance" of a Letter of Credit shall include any extension, renewal or amendment of a Letter of Credit.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to The obligations of the contrary, no Bank shall have any obligation Lenders to make any Loan (other than Revolving Loans made for hereunder, and the purpose obligation of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters of Credit under hereunder, are subject to the satisfaction of the conditions precedent set forth in this Agreement unlessSection 4.02 on the date of each Borrowing and on the date of issuance of each Letter of Credit: (a) the The Administrative Agent shall have received a Notice notice of such Borrowing in accordance with as required by Section 2.02(a), (together with 2.03 or a notice requesting the Swingline Bank) a Notice issuance of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with as required by Section 3.02;2.21(b), as applicable. (b) both immediately before The representations and warranties set forth in Article III hereof and the representations and warranties of the Borrower and the other Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of the issuance of such Letter of Credit with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (c) At the time of and immediately after giving effect to such Loan Borrowing or issuing the issuance of such Letter of Credit, the aggregate outstanding principal amount of the Loans of each Class and the Letter of Credit Exposure of each Class will not exceed the limitations set forth in Sections 2.01 and 2.21, respectively. (d) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; and. (ce) all If Capital Stock is being purchased with proceeds from such Revolving Credit Borrowing, the Agents and the Trustee shall have received counterparts of a Supplemental Agreement duly executed by the representations and warranties of Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date issuer of such Loan or the date of issuance Capital Stock (and all terms of such Supplemental Agreement shall have been satisfied). (f) In the case of any Revolving Credit Borrowing and Tranche B Revolving Credit Borrowing (or series of related Revolving Credit Borrowings and Tranche B Revolving Credit Borrowings (as defined in the Working Capital and Acquisition Facility Credit Agreement) not in the ordinary course of business consistent with past practice) in a principal amount, and/or any Letter of Credit as if made on and as of the date of such Loan or and/or Tranche B Letter of Credit (except as defined in the Working Capital and Acquisition Facility Credit Agreement) (or series of related Letters of Credit and/or Tranche B Letters of Credit (as defined in the Working Capital and Acquisition Facility Credit Agreement) not in the ordinary course of business consistent with past practice) having a face amount, in excess of $1,500,000 to be used for Growth-Related Capital Expenditures, (i) the Agents shall be satisfied with all aspects of such Growth-Related Capital Expenditures, including all legal, tax and accounting matters relating such Growth-Related Capital Expenditures and the terms of all agreements and instruments to be entered into in connection with such Growth-Related Capital Expenditures, (ii) the Agents shall be satisfied with all legal matters and documentation incident to such Growth-Related Capital Expenditures and all corporate and other proceedings taken or to be taken in connection therewith and (iii) the Agents shall have received (A) all financial information reasonably requested by the Agents in connection with such Growth-Related Capital Expenditures and (B) a statement of sources and uses of funds in connection with such Growth-Related Capital Expenditures, in each case certified by a Financial Officer of the Borrower. (g) All components of such acquisition or Growth-Related Capital Expenditure shall be consummated in accordance with applicable laws and regulations. (h) All governmental, regulatory, shareholder and third party consents, approvals, filings, registrations and other actions required in order to consummate such acquisition or Growth-Related Capital Expenditure (other than any such actions the absence of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) shall have been obtained or made and shall remain in full force and effect, without the imposition of any condition or restriction which is, materially adverse to the extent Borrower or any of the Subsidiaries. (i) There shall not be any pending proceeding requesting an injunction or restraining order with respect to such representation acquisition or warranty is expressly stated to have been made as of a specific date, in which case such representation Growth-Related Capital Expenditure or warranty shall be true and correct as challenging the validity or enforceability of such date). Each giving acquisition or Growth-Related Capital Expenditure. (j) In the case of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the making of each Loan or any issuance of a Letter of Credit, immediately following the issuance of such Letter of Credit, the aggregate undrawn amount of the sum of all outstanding Letters of Credit and all Tranche B Letters of Credit (as defined in the Working Capital and Acquisition Facility Credit Agreement) shall not exceed $12,500,000. (k) The Borrower shall have directly paid in full to any company acceptable to the Lenders, all invoices of such company for any Uniform Commercial Code Search (lien, tax or judgment) and filings and no such invoices shall be unpaid. (l) The Administrative Agent shall have received a certificate, substantially in the form of Exhibit I-2 hereto, of a Responsible Officer of the Borrower dated as of the date of such Borrowing or issuance of Letter of Credit (the "Borrowing Certificate"), certifying as of such date, that: (i) (x) the proposed use of proceeds of such Borrowing or such Letter of Credit complies with Section 3.13, describing such proposed use and specifying the basis for such conclusion in reasonable detail, and (y) such Borrowing or Letter of Credit is permitted under the Note Agreements, the Parent Indenture and the Working Capital and Acquistion Facility Credit Agreement, specifying the relevant exceptions thereunder for such purpose (together with supporting calculations and pro forma financial statements demonstrating compliance with such exception to the satisfaction of the Agents); (ii) at the time of and immediately after such Borrowing or issuance of Letter of Credit, the Leverage Ratio as of the date of such Borrowing or issuance (after giving effect to the acquisition or Growth-Related Capital Expenditure for which such Borrowing or Letter of Credit is being used) shall be no greater than 4.50 to 1.00; and, in the case of each such Borrowing or issuance of each such Letter of Credit, the Borrower shall have prepared and furnished to the Agents prior to such Borrowing or issuance pro forma financial statements demonstrating the fulfillment of such condition to the satisfaction of the Agents. For purposes of calculating the Leverage Ratio as required by this Section 4.02(l)(ii), Consolidated Cash Flow for the Reference Period shall mean the greater of (A) Consolidated Cash Flow for the most recent period of four consecutive fiscal quarters prior to the date of determination and (B) 50% of Consolidated Cash Flow for the most recent period of eight consecutive fiscal quarters prior to the date of determination (together with supporting calculations and pro forma financial statements demonstrating compliance with such condition to the satisfaction of the Agents); (iii) after giving effect to such Borrowing or issuance of Letter of Credit requested to be made or issued hereunder, the ratio of Parent Consolidated Funded Debt to Parent Consolidated Cash Flow as of the date of such Borrowing or issuance of such Letter of Credit, as applicable, shall be no greater than 5.00 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating fulfillment of such condition to the satisfaction of the Agents); (iv) neither the Borrower nor any of its Subsidiaries shall have made any Restricted Payment since the date of the most recent Borrowing or issuance of Letter of Credit if, on the date of such Restricted Payment, the ratio of (x) Parent Consolidated Cash Flow to (y) Parent Consolidated Interest Expense plus the aggregate amount of Restricted Payments made by the Public Partnership to its equityholders during the Reference Period with respect to such date, was less than 0.75 to 1.00 (together with supporting calculations and pro forma financial statements demonstrating fulfillment of such condition to the satisfaction of the Agents); (v) as of the date of such Borrowing or issuance of such Letter of Credit, the Public Partnership and its Subsidiaries shall have in effect weather insurance coverage of at least $12,500,000 on a consolidated basis; and (vi) with respect to the Plans as to which any of Star Gas Partners, L.P., the Borrower or any of their respective Subsidiaries or Related Person of Star Gas Partners, L.P. or the Borrower may have any liability, the excess of the present value of the accrued benefits (vested and unvested) of the participants in each such Plan over the assets of each such plan (each as determined on a projected benefit obligation basis, based on the actuarial methods and assumptions indicated in the most recent applicable actuarial valuation reports), does not exceed an aggregate amount equal to $7,500,000 on such date. (m) Since September 30, 2002, there has been no development or event that has had or could reasonably be expected to have a Parent Material Adverse Effect. (n) Within 90 days after the Closing Date, the Borrower shall have provided evidence satisfactory to the Administrative Agent with respect to each account of the Borrower covered by an effective Lockbox Agreement under the Working Capital and Acquisition Facility Credit Agreement as of the Closing Date either that (i) the depositary banks under such Lockbox Agreement has been notified that JPMorgan Chase Bank has replaced Fleet National Bank as the administrative agent and has been instructed to redirect the monies required to be transferred to an account of the Borrower with Fleet National Bank pursuant to the terms of such Lockbox Agreement to an account of the Borrower with JPMorgan Chase Bank, acknowledged in writing by such depositary bank or (ii) such account has been closed. Each Revolving Credit Borrowing hereunder and each request for the issuance of a Letter of Credit hereunder shall be deemed to be constitute a representation and warranty by the Borrower on the date of such Loan as to Borrowing or issuance that the facts specified conditions in clauses (b) and (c) this Section 4.02 have been satisfied. For purposes of this Section 4.02, the "issuance" of a Letter of Credit shall include any extension, renewal or amendment of a Letter of Credit.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to The obligation of the contrary, no Bank shall have any obligation Lender to make any Loan (other than Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters any Letter of Credit under this Agreement unless: is subject to (a) the Administrative Agent accuracy in all material respects of all representations and warranties of the Borrowers on the date of such extension of credit; (b) the performance in all material respects by the Borrowers of their respective obligations under the Credit Documents, and (c) the satisfaction in all material respects of the following further conditions: (1) the Lender shall have received the following, all of which shall be duly executed and in Proper Form: (A) in the case of a Notice Dollar Loan, a Request for Dollar Loan, substantially in the form of Borrowing Exhibit C, no later than the applicable Rate Designation Date; (B) in accordance with Section 2.02(a)the case of a Pound Loan, a Request for Pound Loan, substantially in the form of Exhibit D, no later than the applicable Rate Designation Date; (together with C) in the Swingline Bank) case of a Notice of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with Section 3.02; (b) both immediately before and immediately after giving effect to such Loan or issuing such Letter of Credit, the Lender shall have received the related Application at least three Business Days before the date (which shall be a Business Day) the Letter of Credit is to be issued, and (D) such other documents as the Lender may reasonably require; (2) before such extension of credit, there shall have occurred, in the sole opinion of the Lender, no material adverse change in the assets, liabilities, financial condition, business or affairs of the Dollar Borrowers and their Subsidiaries, taken as a whole; (3) no Default or Event of Default under this Agreement shall have occurred and be continuing; and (c) all of the representations and warranties of Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii4) that are such extension of credit shall not qualified by materiality be prohibited by, or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of subject the date of such Loan Lender to any penalty or the date of issuance of such Letter of Credit as if made on and as of the date of such Loan or Letter of Credit (except to the extent onerous condition under, any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the making of each Loan or issuance of a Letter of Credit, shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (b) and (c) of this Section 4.02Legal Requirement.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to The obligations of the contrary, no Bank shall have any obligation Lenders to make any Loan (other than Revolving Loans made for hereunder, and the purpose obligation of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters of Credit under hereunder, are subject to the satisfaction of the conditions precedent set forth in this Agreement unlessSection 4.02 on the date of each Borrowing and on the date of issuance of each Letter of Credit: (a) the The Administrative Agent shall have received a Notice notice of such Borrowing in accordance with as required by Section 2.02(a), (together with 2.03 or a notice requesting the Swingline Bank) a Notice issuance of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with as required by Section 3.02;2.21(c), as applicable. (b) both immediately before The representations and warranties set forth in Article III hereof and the representations and warranties of the Borrower and the other Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of the issuance of such Letter of Credit with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (c) At the time of and immediately after giving effect to such Loan Borrowing or issuing the issuance of such Letter of Credit, the aggregate outstanding principal amount of the Loans of each Class and the Letter of Credit Exposure of each Class will not exceed the limitations set forth in Sections 2.01 and 2.21, respectively. (d) At the time of and immediately after such Borrowing or the issuance of such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; and. (ce) all At the time of and immediately after any Revolving Credit Borrowing made or any Letter of Credit issued, the representations and warranties of Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and Leverage Ratio as of the date of such Loan Borrowing or issuance (after giving effect to the acquisition or Growth-Related Capital Expenditure for which such Borrowing or Letter of Credit is being used) shall be no greater than 4.50:1.00; and, in the case of each such Borrowing or issuance of each such Letter of Credit, the Borrower shall have prepared and furnished to the Agents prior to such Borrowing or issuance pro forma financial statements demonstrating the fulfillment of such condition to the satisfaction of the Agents. For purposes of calculating the Leverage Ratio as required by this Section 4.02(e), Consolidated Cash Flow for the Reference Period shall mean the greater of (A) Consolidated Cash Flow for the most recent period of four consecutive fiscal quarters prior to the date of determination and (B) 50% of Consolidated Cash Flow for the most recent period of eight consecutive fiscal quarters prior to the date of determination. (f) If Capital Stock is being purchased with proceeds from such Revolving Credit Borrowing, the Agents and the Trustee shall have received counterparts of a Supplemental Agreement duly executed by the issuer of such Capital Stock (and all terms of such Supplemental Agreement shall have been satisfied). (g) In the case of any Revolving Credit Borrowing and Tranche B Revolving Credit Borrowing (as defined in the Existing Credit Agreement) (or series of related Revolving Credit Borrowings and Tranche B Revolving Credit Borrowings (as defined in the Existing Credit Agreement) not in the ordinary course of business consistent with past practice) in a principal amount, and/or any Letter of Credit and/or Tranche B Letter of Credit (as defined in the Existing Credit Agreement) (or series of related Letters of Credit and/or Tranche B Letters of Credit (as defined in the Existing Credit Agreement) not in the ordinary course of business consistent with past practice) having a face amount, in excess of $1,500,000 to be used for Growth-Related Capital Expenditures, (i) the Agents shall be satisfied with all aspects of such Growth-Related Capital Expenditures, including all legal, tax and accounting matters relating such Growth-Related Capital Expenditures and the terms of all agreements and instruments to be entered into in connection with such Growth-Related Capital Expenditures, (ii) the Agents shall be satisfied with all legal matters and documentation incident to such Growth-Related Capital Expenditures and all corporate and other proceedings taken or to be taken in connection therewith and (iii) the Agents shall have received (A) all financial information reasonably requested by the Agents in connection with such Growth-Related Capital Expenditures and (B) a statement of sources and uses of funds in connection with such Growth-Related Capital Expenditures, in each case certified by a Financial Officer of the Borrower. (h) All components of such acquisition or Growth-Related Capital Expenditure shall be consummated in accordance with applicable laws and regulations. (i) All governmental, regulatory, shareholder and third party consents, approvals, filings, registrations and other actions required in order to consummate such acquisition or Growth-Related Capital Expenditure (other than any such actions the absence of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) shall have been obtained or made and shall remain in full force and effect, without the imposition of any condition or restriction which is, materially adverse to the Borrower or any of the Subsidiaries. (j) There shall not be any pending proceeding requesting an injunction or restraining order with respect to such acquisition or Growth-Related Capital Expenditure or challenging the validity or enforceability of such acquisition or Growth-Related Capital Expenditure. (k) The Agents shall have received an Officers' Certificate, dated the date of such Revolving Credit Borrowing or issuance of such Letter of Credit as if made on and as Credit, to the effect that the use of the date proceeds of such Loan Borrowing or such Letter of Credit complies with Section 3.13(b), specifying the basis for such conclusion in reasonable detail. (except to l) In the extent case of any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the making of each Loan or issuance of a Letter of Credit, immediately following the issuance of such Letter of Credit, the aggregate undrawn amount of the sum of all outstanding Letters of Credit and all Tranche B Letters of Credit (as defined in the Existing Credit Agreement) shall not exceed $12,500,000. (m) The Borrowers shall have directly paid in full to ChoicePoint or any other Company acceptable to the Lenders, all invoices of ChoicePoint or any such Company for any Uniform Commercial Code Search (lien, tax or judgment) and filings and no such invoices shall be unpaid. Each Revolving Credit Borrowing hereunder and each request for the issuance of a Letter of Credit hereunder shall be deemed to be constitute a representation and warranty by the Borrower on the date of such Loan Borrowing or issuance as to the facts matters specified in clauses paragraphs (b), (c), (d), (e), (h), (i), (j) and (cl) of this Section 4.02. For purposes of this Section 4.02, the "issuance" of a Letter of Credit shall include any extension, renewal or amendment of a Letter of Credit.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to In the contrary, no Bank shall have any obligation to make any Loan (other than Revolving Loans made for the purpose case of repaying Refunded Swingline Loans pursuant to Section 2.02(d) each Borrowing or for the purpose issuance of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters a Letter of Credit under this Agreement unlesshereunder: (a) the Administrative With respect to each Loan, Agent shall have received a Notice of Borrowing in accordance with as required by Section 2.02(a)2.2. A or Section 2.2. C, (together with the Swingline Bank) a Notice of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with Section 3.02as applicable; (b) both immediately before With respect to each Letter of Credit, Agent shall have received the applicable applications and immediately after giving effect other documents which Agent reasonably requests as required by Section 2.13; (c) With respect to the issuance of any Letter of Credit or the making of any Swingline Loan, there is no Defaulting Bank at the time such Letter of Credit is to be issued or such Swingline Loan is to be made, unless (i) for the issuance of any Letter of Credit, arrangements satisfactory to Agent have been made with respect to the undivided interest and participation of such Defaulting Bank in and to such Letter of Credit, which arrangements may include, but shall not be limited to, Borrower’s posting of cash collateral with Agent in an amount equal to such Defaulting Bank’s participation therein on terms satisfactory to the Issuer and (ii) for the making of any Swingline Loan, arrangements satisfactory to Agent have been made with respect to the Defaulting Bank’s obligations under Section 2.2. C with respect to such Swingline Loan (and all other Swingline Loans then outstanding), which arrangements may include, but shall not be limited to, Borrower’s posting of cash collateral with Agent in an amount equal to such Defaulting Bank’s participation therein on terms satisfactory to Agent; and (d) On the date of, and as a result of such Borrowing or issuing such issuance of any Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; (e) On the date of, and as a result of such Borrowing or issuance of any Letter of Credit, no material adverse change in the business, financial position or results of operation, of Borrower has occurred since the Effective Date and is continuing, and no legal or administrative proceedings or other regulatory proceedings have been commenced or threatened against Borrower which, in the sole judgment of Agent, could reasonably be expected to result in a Material Adverse Effect; and (cf) all of the The representations and warranties of Borrower contained in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan Borrowing or the date of issuance of such any Letter of Credit. Each Borrowing or request for the issuance of any Letter of Credit as if made on and as of the date of such Loan or Letter of Credit (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the making of each Loan or issuance of a Letter of Credit, by Borrower hereunder shall be deemed to be a representation and warranty by Borrower on the date of such Loan Borrowing or request as to the facts specified in clauses (bd), (e) and (cf) of this Section 4.02Section.

All Extensions of Credit. Notwithstanding any provision contained in this Agreement to The obligations of the contrary, no Bank shall have any obligation Lenders to make any Loan (other than Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.02(d) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.04) and the Issuing Bank shall have no obligation to issue Letters Extensions of Credit under this Agreement unlesshereunder on the date of each Extension of Credit hereunder shall be subject to satisfaction of the following conditions precedent: (a) If such Extension of Credit is made pursuant to Sections 2.01, 2.03 or 2.04 all conditions set forth in such Section (as set forth, in the Administrative Agent shall have received a case of any request for Revolving Loans or Swingline Loans, in the applicable Notice of Borrowing in accordance with Section 2.02(aBorrowing), (together with the Swingline Bank) a Notice of Swingline Borrowing in accordance with Section 2.02(c), and/or (together with the Issuing Bank) a Letter of Credit Notice in accordance with Section 3.02;. (b) both immediately before and immediately after giving effect to such Loan or issuing such Letter of Credit, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (c) all of the The representations and warranties set forth in Article III (excluding, in the case of Borrower in this Agreement and/or in a refinancing of an Extension of Credit with a new Extension of Credit that does not increase the aggregate principal amount of the Loans and Participation Interests of any other Transaction Document (except Lender outstanding, the representations set forth in Section 5.05 (other than clause (iiSections 3.05 and 3.08(a)) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case respects on and as of the date of such Loan or the date of issuance of such Letter Extension of Credit with the same effect as if made on and as of the date of such Loan or Letter of Credit (date, except to the extent any that such representation or warranty is representations and warranties expressly stated relate to have been made as of a specific an earlier date, in which case such representation or warranty shall be true and correct as of such date). Each . (c) Immediately after giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Aggregate Revolving Committed Amount then in effect, (ii) the LOC Obligations shall not exceed the LOC Committed Amount, (iii) the Swingline Loans shall not exceed the Swingline Committed Amount and (iv) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Loans and LOC Obligations outstanding at any time which are denominated in Foreign Currencies shall not exceed the Multicurrency Committed Amount. (d) Each of the Credit Parties shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed (including but not limited to, compliance with the financial ratios and restrictions set forth in Sections 6.02, 6.04, 6.05, 6.07, 6.08 and 6.09), and at the time of and immediately after such Extension of Credit no Event of Default or Default shall have occurred and be continuing. (e) Prior to, or simultaneous with, the initial Extensions of Credit under this Agreement, the Administrative Agent shall have received satisfactory evidence that the commitments under the Prior Credit Agreement have been terminated and all loans outstanding thereunder have been paid in full, or that the funds received from the initial Extensions of Credit made hereunder will be used to terminate the commitments under the Prior Credit Agreement and repay all loans outstanding thereunder. Each request for an Extension of Credit and each Loan or issuance acceptance by the Borrower of a Letter any such Extension of Credit, Credit shall be deemed to be constitute a representation and warranty by the Borrower on the date of such Loan Extension of Credit as to the facts matters specified in clauses paragraphs (b), (c) and (cd) of this Section 4.024.01.