PLEDGE AGREEMENT

 

THIS PLEDGEAGREEMENT (the "Agreement") dated as of April 3, 2001, is byand between F.Y.I. INCORPORATED, a Delaware corporation ("Debtor"),and BANK OF AMERICA, N.A., as Administrative Agent for the "Lenders"as that term is defined below (the "Secured Party").

 

R E C I T A L S:

 

A.                Debtor entered into that certainCredit Agreement dated as of April 3, 2001, with the financial institutionsthat are parties thereto (each individually a "Lender" andcollectively, the "Lenders") and the Secured Party, asAdministrative Agent for the Lenders (such Agreement as it may be amended orotherwise modified from time to time herein referred to as the "CreditAgreement").

 

B.                The execution and delivery ofthis Agreement is required by the Credit Agreement as a condition to makingextensions of credit thereunder on and after the Closing Date.

 

NOW, THEREFORE, inconsideration of the premises and for other good and valuable consideration,the adequacy, receipt and sufficiency of which are hereby acknowledged, and inorder to induce the Administrative Agent and Lenders to enter into the CreditAgreement, the parties hereto hereby agree as follows:

 

ARTICLE I

 

Definitions

 

Section1.1.  Definitions.  Asused in this Agreement, the following terms have the following meanings:

 

"Collateral"has the meaning specified in Section 2.1 of this Agreement.

 

"Obligations"means as such term is defined in the Credit Agreement, and includes, withoutlimitation, all present and future indebtedness, liabilities and obligations ofDebtor to the Secured Party and the Lenders under the Credit Agreement and theother Loan Documents.

 

"PledgedShares" means the shares of capital stock or other equity, partnershipor membership interests described on Schedule 1.1 attached hereto or on Schedule1 to an amendment to this Agreement in the form of Exhibit A hereto.

 

"Proceeds"means any "proceeds," as such term is defined in Article orChapter 9 of the UCC and, in any event, shall include, but not be limitedto, (a) any and all proceeds of any insurance, indemnity, warranty or guarantypayable to Debtor from time to time with respect to any of the Collateral,(b) any and all pay­ments (in any form whatsoever) made or due and payableto Debtor from time to time in connection with any requisition, confiscation,condemnation, seizure or forfeiture of all or any part of the Collateral by anyGovernmental Authority (or any Person acting, or purporting to act, for or onbehalf of any Governmental Authority), and (c) any and all other amounts fromtime to time paid or payable under or in connection with any of the Collateral.

 

"UCC" means the Uniform CommercialCode as in effect in the State of Texas; provided, that if, byapplicable law, the perfection or effect of perfection or non-perfection of thesecurity interest created hereunder in any Collateral is governed by theUniform Commercial Code as in effect on or after the date hereof in any otherjurisdiction, "UCC" means the Uniform Commercial Code as in effect insuch other jurisdiction for purposes of the provisions hereof relating to suchperfection or the effect of perfection or non-perfection.

 

Section1.2.  Other Definitional Provisions.  Terms used herein that are defined in the Credit Agreement andare not otherwise defined herein shall have the meanings therefor specified inthe Credit Agreement.  References to"Sections," "subsections," "Exhibits"and "Schedules" shall be to Sections, subsections, Exhibitsand Schedules, respectively, of this Agreement unless otherwise specifically provided.  All definitions contained in this Agreementare equally applicable to the singular and plural forms of the termsdefined.  All references to statutes andregulations shall include any amendments of the same and any successor statutesand regulations.  References toparticular sections of the UCC should be read to refer also to parallelsections of the UCC as enacted in each state or other jurisdiction where anyportion of the Collateral is or may be located.  Terms used herein, which are defined in the UCC, unless otherwisedefined herein or in the Credit Agreement, shall have the meanings determinedin accordance with the UCC.

 

ARTICLE II

 

Security Interest

 

Section2.1.  Security Interest. As collateral security for the prompt payment and performance in fullwhen due of the Obligations (whether at stated maturity, by acceleration or oth­erwise)and all obligations, indebtedness and liability of Debtor to Secured Party andthe Lenders arising under the Loan Documents, Debtor hereby pledges and collaterallyassigns to the Secured Party, and grants to the Secured Party a continuing lienon and security interest in, all of Debtor's right, title and interest in andto the following, whether now owned or hereafter arising or acquired andwherever located (collectively, the "Collateral"):

 

(a)           the Pledged Shares and thecertificates representing the Pledged Shares, and all dividends, cash,instruments and other property from time to time received, receivable orotherwise distributed or distributable in respect of or in exchange for any orall of the Pledged Shares;

 

(b)           all additional shares of stock of theSubsidiaries of Debtor from time to time owned or acquired by Debtor in anymanner, and all dividends, cash, instruments and other property from time totime received, receivable or otherwise distributed or distributable in respectof or in exchange for any or all of such shares; and

 

(c)           all products and Proceeds, in cash orotherwise, of any of the property described in the foregoing clauses (a)and (b).

 

Section2.2.  Debtor Remains Liable. Notwithstanding any­thing to the contrary contained herein, (a) Debtorshall remain liable under the documentation included in the Collateral to theextent set forth therein to perform all of its duties and obligationsthereunder to the same extent as if this Agreement had not been executed, (b)the exercise by the Secured Party of any of its rights or remedies hereundershall not release Debtor from any of its duties or obligations under suchdocumentation, (c) the Secured Party shall not have any obligation under any ofsuch documentation ­included in the Collateral by reason of this Agreement, and(d) the Secured Party shall not be obligated to per­form any of theobligations of Debtor thereunder or to take any action to collect or enforceany claim for payment assigned hereunder.

 

ARTICLE III

 

Representations and Warranties

 

To induce theSecured Party and the Lenders to enter into this Agreement and the CreditAgreement, Debtor represents and warrants to the Secured Party and the Lendersthat:

 

Section 3.1.  Office Locations; Fictitious Names.  The chief place of business and the chiefexecutive office of Debtor is located at the place identified on Schedule 3.1.  Schedule 3.1 also sets forth allother places where Debtor keeps its books and records and all other locationswhere Debtor has a place of business. Debtor does not do business and has not done business during the pastfive years under any trade-name or fictitious business name except as disclosedon Schedule 3.1.

 

Section 3.2.  Delivery of Collateral.  Except as provided by Section 4.1, asof the date hereof Debtor has delivered to Secured Party all collateral thepossession of which is necessary to perfect the security interest of SecuredParty therein.  Immediately uponDebtor's receipt of any Pledged Shares, Debtor shall deliver such PledgedShares, endorsed in blank, to Secured Party.

 

ARTICLE IV

 

Covenants

 

Debtor covenantsand agrees with the Secured Party that until the Obligations are paid and performedin full, all Com­mitments of the Secured Party and the Lenders to Debtor haveexpired or have been terminated and no Letter of Credit remains outstanding:

 

Section4.1.  Further Assurances. At any time and from time to time, upon the request of the SecuredParty, and at the sole expense of Debtor, Debtor shall promptly execute anddeliver all such further agreements, documents and instruments and take suchfurther action as the Secured Party may reasonably deem neces­sary orappropriate to preserve and perfect its security interest in the Collateral andcarry out the provisions and purposes of this Agreement or to enable theSecured Party to exercise and enforce its rights and remedies hereunder withrespect to any of the Collateral. Without limiting the generality of the forego­ing, Debtor shall, uponrequest by the Secured Party, (a) execute and deliver to the Secured Party suchfinancing statements as the Secured Party may from time to time require;(b) take such action as the Secured Party may request to permit theSecured Party to have control over any Collateral; (c) deliver to the SecuredParty all Collateral the possession of which is necessary to perfect thesecurity interest therein, duly endorsed and/or accompanied by duly executedinstruments of transfer or assignment, all in form and substance satisfactoryto Secured Party; except that, prior to the occurrence of an Event ofDefault and when the same shall no longer be continuing, Debtor may:

 

(i)                retainany letters of credit received in the ordinary course of business, and

 

(ii)                retain and utilize in theordinary course of business all dividends and interest paid in respect to anyof the Pledged Shares or any other Collateral;

 

and (d) execute anddeliver to the Secured Party such other agreements, documents and instrumentsas the Secured Party may reasonably require to perfect and maintain thevalidity, effectiveness and priority of the Liens intended to be created by theLoan Documents.

 

Section4.2.  Corporate Changes. Debtor shall not change its name, identity or corporate structure in anymanner that might make any financing statement filed in connection with thisAgreement seriously misleading unless Debtor shall have given the Secured Partythirty (30) days prior written notice thereof and shall have taken all actionreasonably deemed necessary or desirable by the Secured Party to protect itsLiens and the perfection and priority thereof required by the LoanDocuments.  Debtor shall not change itsprin­cipal place of business, chief executive office or the place where itkeeps its books and records unless it shall have given the Secured Party thirty(30) days prior written notice thereof and shall have taken all actionreasonably deemed necessary or desirable by the Secured Party to cause itssecurity interest in the Collat­eral to be perfected with the priority requiredby the Loan Documents.

 

Section 4.3.  Voting Rights; Distributions, Etc.  So long as no Event of Default shall have occurred and becontinuing, Debtor shall be entitled to exercise any and all voting and otherconsensual rights (including, without limitation, the right to give consents,waivers and notifications) pertaining to any of the Pledged Shares; provided,however, that no vote shall be cast or consent, waiver or ratificationgiven or action taken without the prior written consent of the Secured Partywhich would be inconsistent with or violate any provision of this Agreement orany other Loan Document.

 

Section4.4.  Transfers and Other Liens; Additional Investments.  Except as may be expressly permitted by theterms of the Credit Agreement or this Agreement, Debtor agrees that it will (i)cause each issuer of any of the Collateral not to issue any shares of stock,notes or other securities or instruments in addition to or in substitution forany of the Collateral, (ii) pledge hereunder, immediately upon its acquisition(directly or indirectly) thereof, any and all such shares of stock, membershipinterests, notes or instruments, and (iii) promptly (and in any event withinthree Business Days) deliver to the Secured Party an Amendment, duly executedby Debtor, in substantially the form of Exhibit A hereto (an "Amendment"),in respect of such shares of stock, membership interests, notes or instruments,together with all certificates, notes or other instruments representing orevidencing the same.  Debtor hereby (i)authorizes the Secured Party to attach each Amendment to this Agreement, and(ii) agrees that all such shares of stock, membership interests, notes or instrumentslisted on any Amendment delivered to the Secured Party shall for all purposeshereunder constitute Pledged Shares.

 

ARTICLE V

 

Rights of the Secured Party

 

Section5.1.  POWER OF ATTORNEY. DEBTOR HEREBY IRREVO­CABLY CONSTITUTES AND APPOINTS THE SECURED PARTYAND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUEAND LAWFUL ATTORNEY–IN–FACT WITH FULL IRREVOCABLE POWER ANDAUTHORITY IN THE NAME OF DEBTOR OR IN ITS OWN NAME, TO TAKE, AFTER THEOCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ANY AND ALLACTIONS AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH THE SECUREDPARTY AT ANY TIME AND FROM TIME TO TIME DEEMS NECESSARY OR DESIRABLE TOACCOMPLISH THE PURPOSES OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FORE­GOING, DEBTOR HEREBY GIVESTHE SECURED PARTY THE POWER AND RIGHT ON BEHALF OF DEBTOR AND IN ITS OWN NAMETO DO ANY OF THE FOLLOWING AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OFAN EVENT OF DEFAULT, WITH NOTICE TO DEBTOR BUT WITHOUT THE CONSENT OF DEBTOR:

 

(i)                to demand, sue for, collect orreceive, in the name of Debtor or in its own name, any money or property at anytime payable or receivable on account of or in exchange for any of theCollateral and, in connection there­with, endorse checks, notes, drafts,acceptances, money orders, documents of title or any other instruments for thepayment of money under the Collateral or any policy of insurance;

 

(ii)                to pay or discharge taxes, Liensor other encum­brances levied or placed on or threatened against theCollateral;

 

(iii)                (A) to direct account debtorsand any other par­ties liable for any payment under any of the Collateral tomake payment of any and all monies due and to become due thereunder directly tothe Secured Party or as the Secured Party shall direct (Debtor agrees that ifany Proceeds of any Collateral shall be received by Debtor while an Event ofDefault exists, Debtor shall promptly deliver such Proceeds to the SecuredParty with any necessary endorsements, and until such Proceeds are delivered tothe Secured Party, such Proceeds shall be held in trust by Debtor for thebenefit of the Secured Party and shall not be commingled with any other fundsor property of Debtor); (B) to receive payment of and receipt for any and allmonies, claims and other amounts due and to become due at any time in respectof or arising out of any Collateral; (C) to sign and endorse any invoices,freight or express bills, bills of lading, storage or warehouse receipts,drafts against debtors, assignments, proxies, stock powers, verifications andnotices in connection with accounts and other documents relating to theCollateral; (D) to commence and prosecute any suit, action or proceeding at lawor in equity in any court of competent jurisdiction to collect the Collateralor any part thereof and to enforce any other right in respect of anyCollateral; (E) to defend any suit, action or proceeding brought against Debtorwith respect to any Collateral; (F) to settle, compromise or adjust any suit,action or proceeding described above and, in connection therewith, to give suchdischarges or releases as the Secured Party may deem appropriate; (G) toexchange any of the Collateral for other property upon any merger,consolidation, reorganization, recapitalization or other readjustment of theissuer thereof and, in connection therewith, deposit any of the Collateral withany committee, depositary, transfer agent, registrar or other designated agencyupon such terms as the Secured Party may determine; (H) to add or release anyguarantor, indorser, surety or other party to any of the Collateral; (I) torenew, extend or otherwise change the terms and conditions of any of theCollateral; (J) to make, settle, compromise or adjust any claims under or pertainingto any of the Collateral (including claims under any policy of insurance); and(K) to sell, transfer, pledge, convey, make any Agreement with respect to orotherwise deal with any of the Col­lateral as fully and completely as thoughthe Secured Party were the absolute owner thereof for all purposes, and to do,at the Secured Party's option and Debtor's expense, at any time, or from timeto time, all acts and things which the Secured Party deems necessary toprotect, preserve, maintain, or realize upon the Collateral and the SecuredParty's security interest therein.

 

THIS POWER OFATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.  The Secured Party shall be under no duty toexercise or withhold the exercise of any of the rights, powers, privileges andoptions expressly or implicitly granted to the Secured Party in this Agreement,and shall not be liable for any failure to do so or any delay in doing so.  Neither the Secured Party nor any Persondesignated by the Secured Party shall be liable for any act or omission or forany error of judgment or any mistake of fact or law, except any of the sameresulting from its or their gross negligence or willful misconduct.  This power of attorney is conferred on theSecured Party solely to protect, preserve, maintain and realize upon itssecurity interest in the Collat­eral. The Secured Party shall not be responsible for any decline in the valueof the Collateral and shall not be required to take any steps to preserverights against prior parties or to protect, preserve or maintain any Lien givento secure the Collateral.

 

Section5.2.  Assignment by the Secured Party.  The Secured Party and each Lender may at anytime assign or otherwise transfer all or any portion of their rights andobligations under this Agreement and the other Loan Documents (including,without limitation, the Obligations) to any other Person, to the extentpermitted by, and upon the conditions contained in, the Credit Agreement, andsuch Person shall thereupon become vested with all the benefits thereof grantedto the Secured Party and the Lenders, respectively, herein or otherwise.

 

Section5.3.  Possession; Reasonable Care.  The Secured Party may, from time to time, in its sole discretion,appoint one or more agents to hold physical custody, for the account of theSecured Party, of any or all of the Collateral that the Secured Party has aright to possess.  The Secured Partyshall be deemed to have exercised reasonable care in the custody andpreservation of the Collateral in its possession if the Collateral is accordedtreatment substantially equal to that which the Secured Party accords its ownproperty, it being understood that the Secured Party shall not have anyresponsibility for (a) ascertaining or taking action with respect to calls,conversions, exchanges, maturities, tenders or other matters relative to anyCollateral, whether or not the Secured Party has or is deemed to have knowledgeof such matters, or (b) taking any necessary steps to preserve rights against anyparties with respect to any Collateral.

 

ARTICLE VI

 

Default

 

Section6.1.  Rights and Remedies. If an Event of Default shall have occurred and be continuing, theSecured Party shall have the following rights and remedies:

 

(a)                In addition to all other rightsand remedies granted to the Secured Party in this Agreement or in any otherLoan Document or by applicable law, the Secured Party shall have all of therights and remedies of a secured party under the UCC (whether or not the UCCapplies to the affected Collateral). Without limiting the generality of the foregoing, the Secured Party may(A) without demand or notice to Debtor, collect, receive or take possession ofthe Collateral or any part thereof and for that purpose the Secured Party mayenter upon any premises on which the Collateral is located and remove theCollateral therefrom or render it inoperable, and/or (B) sell or otherwisedispose of the Collateral, or any part thereof, in one or more parcels atpublic or private sale or sales, at the Secured Party's offices or elsewhere,for cash, on credit or for future delivery, and upon such other terms as theSecured Party may reasonably deem commercially reasonable or otherwise as maybe permitted by law.  The Secured Partyshall have the right at any public sale or sales, and, to the extent permittedby applicable law, at any private sale or sales, to bid (which bid may be, inwhole or in part, in the form of cancellation of indebtedness) and become apurchaser of the Collateral or any part thereof free of any right or equity ofredemption on the part of Debtor, which right or equity of redemption is herebyexpressly waived and released by Debtor. Upon the request of the Secured Party, Debtor shall assemble theCollateral and make it available to the Secured Party at any place designatedby the Secured Party that is reasonably convenient to Debtor and the SecuredParty.  Debtor agrees that the SecuredParty shall not be obligated to give more than ten (10) days prior writtennotice of the time and place of any public sale or of the time after which anyprivate sale may take place and that such notice shall constitute reasonablenotice of such matters.  The SecuredParty shall not be obligated to make any sale of Collateral if it shalldetermine not to do so, regardless of the fact that notice of sale ofCollateral may have been given.  TheSecured Party may, without notice or publica­tion, adjourn any public orprivate sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for sale, and such sale may, withoutfurther notice, be made at the time and place to which the same was soadjourned.  Debtor shall be liable forall reasonable expenses of retaking, holding, preparing for sale or the like,and all reasonable attorneys' fees, legal expenses and other costs and expensesincurred by the Secured Party in connec­tion with the collection of theObligations and the enforce­ment of the Secured Party's rights under thisAgreement.  Debtor shall remain liablefor any deficiency if the Proceeds of any sale or other disposition of theCollateral applied to the Obligations are insufficient to pay the Obligationsin full.  The Secured Party may applythe Collateral against the Obliga­tions as provided in the Credit Agreement.  Debtor waives all rights of marshaling,valuation and appraisal in respect of the Collateral.  Any cash held by the Secured Party as Collateral and all cashproceeds received by the Secured Party in respect of any sale of, collectionfrom or other realization upon all or any part of the Collateral may, in thediscretion of the Secured Party, be held by the Secured Party as collateralfor, and then or at any time thereafter applied in whole or in part by theSecured Party against, the Obligations in the order permitted by the CreditAgreement.  Any surplus of such cash orcash proceeds and interest accrued thereon, if any, held by the Secured Partyand remaining after payment in full of all the Obligations shall be promptlypaid over to Debtor or to whomsoever may be lawfully entitled to receive suchsurplus.

 

(b)                The Secured Party may cause anyor all of the Collateral held by it to be transferred into the name of theSecured Party or the name or names of the Secured Party's nominee or nominees.

 

(c)                The Secured Party may exerciseany and all rights and remedies of Debtor under or in respect of theCollateral, including, without limitation, any and all rights of Debtor todemand or otherwise require payment of any amount under, or performance of anyprovision of, any of the Collateral and any and all voting rights and corporatepowers in respect of the Collateral. Debtor shall execute and deliver (or cause to be executed and delivered)to the Secured Party all such proxies and other instruments as the SecuredParty may reasonably request for the purpose of enabling the Secured Party toexercise the voting and other rights which it is entitled to exercise pursuantto this clause (c) and to receive the dividends, interest and otherdistributions which it is entitled to receive hereunder.

 

(d)                The Secured Party may collect orreceive all money or property at any time payable or receivable on account ofor in exchange for any of the Collateral, but shall be under no obligation todo so.

 

(e)                On any sale of the Collateral,the Secured Party is hereby authorized to comply with any limitation orrestriction with which compliance is necessary, in the view of the SecuredParty's counsel, in order to avoid any violation of applicable law or in orderto obtain any required approval of the purchaser or purchasers by anyapplicable Governmental Authority.

 

Section6.2.  Private Sales. Debtor recognizes that the Secured Party may be unable to effect apublic sale of any or all of the Collateral by reason of certain prohibitionscontained in the laws of any jurisdiction outside the United States or in theSecurities Act of 1933, as amended from time to time (the "SecuritiesAct"), and applicable state securities laws, but may be compelled toresort to one or more private sales thereof to a restricted group of purchaserswho will be obliged to agree, among other things, to acquire such Collateralfor their own account for investment and not with a view to the distribution orresale thereof.  Debtor acknowledges andagrees that any such private sale may result in prices and other terms lessfavorable to the seller than if such sale were a public sale and,notwithstanding such circumstances, agrees that any such private sale shall, tothe extent permitted by law, be deemed to have been made in a commerciallyreasonable manner.  Neither the SecuredParty nor the Lenders shall be under any obligation to delay a sale of any ofthe Collateral for the period of time necessary to permit the issuer of suchsecurities to register such securities under the laws of any jurisdictionoutside the United States, under the Securities Act or under any applicablestate securities laws, even if such issuer would agree to do so.  Debtor further agrees to do or cause to bedone, to the extent that Debtor may do so under applicable law, all such otherreasonable acts and things as may be necessary to make such sales or resales ofany portion or all of the Collateral valid and binding and in compliance withany and all applicable laws, regulations, orders, writs, injunctions, decreesor awards of any and all courts, arbitrators or governmental instrumentalities,domestic or foreign, having jurisdiction over any such sale or sales, all atDebtor's expense; provided, however, Debtor shall not be requiredto file or cause any issuer of the Pledged Shares to file a registrationstatement under applicable laws in connection with an initial public offeringof securities.

 

ARTICLE VII

 

Miscellaneous

 

Section7.1.  No Waiver; Cumulative Remedies.  No failure on the part of the Secured Partyto exercise and no delay in exercising, and no course of dealing with respectto, any right, power or privilege under this Agreement shall operate as awaiver thereof, nor shall any single or partial exercise of any right, power orprivilege under this Agreement preclude any other or further exercise thereofor the exercise of any other right, power, or privilege.  The rights and remedies provided for in thisAgreement are cumulative and not exclusive of any rights and remedies providedby law.

 

Section7.2.  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Debtorand the Secured Party and their respective successors and assigns, except thatDebtor may not assign any of its rights or obligations under this Agreementwithout the prior written consent of the Lenders and Secured Party may notappoint a successor Secured Party except in accordance with the CreditAgreement.

 

**Section 7.3. ** **AMENDMENT; ENTIRE AGREEMENT.  THIS AGREEMENT EMBODIES THE FINAL, ENTIREAGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIORCOMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN ORORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED ORVARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREE­MENTS ORDISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. **Except as set forth in Section 4.4hereof, the provisions of this Agreement may be amended or waived only by aninstrument in writ­ing signed by the parties hereto and the Required Lenders.

 

Section7.4.  Notices.  Allnotices and other communica­tions provided for in this Agreement shall be givenor made in accordance with the Credit Agreement.

 

Section7.5.  Governing Law. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Texas and applicable laws of the United States ofAmerica.

 

Section7.6.  Headings.  Theheadings, captions, and arrangements used in this Agreement are for convenienceonly and shall not affect the interpretation of this Agreement.

 

Section7.7.  Survival of Representations and Warranties.  All representations and warranties made inthis Agreement or in any certificate delivered pursuant hereto shall survivethe exe­cution and delivery of this Agreement, and no investigation by theSecured Party shall affect the representations and warranties or the right ofthe Secured Party to rely upon them.

 

Section7.8.  Counterparts.  This Agreement may be executed in any number of counterparts, eachof which shall be deemed an original, but all of which together shallconstitute one and the same Agreement.

 

Section7.9.  Waiver of Bond. In the event the Secured Party seeks to take possession of any or all ofthe Collateral by judicial process, Debtor hereby irrevocably waives any bondsand any surety or security relating thereto that may be required by applicablelaw as an incident to such possession, and waives any demand for possessionprior to the commencement of any such suit or action.

 

Section7.10.  Severability. Any provision of this Agree­ment which is determined by a court ofcompetent jurisdiction to be prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisionsof this Agreement, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

 

Section7.11.  Termination.  Ifall of the Obligations shall have been paid and performed in full, allCommitments of the Secured Party or any Lender to Debtor shall have expired orterminated and no Letters of Credit shall remain outstanding, the Secured Partyshall, upon the written request of Debtor, execute and deliver to Debtor aproper instru­ment or instruments acknowledging the release and termination ofthe security interests created by this Agreement, and shall duly assign anddeliver to Debtor (without recourse and without any representation or warranty)such of the Collateral as may be in the possession of the Secured Party and hasnot previously been sold or otherwise applied pursuant to this Agreement.  Notwithstanding anything to the contrarycontained in this Agreement, if the payment of any amount of the Obligations isrescinded, voided or must otherwise be refunded by the Secured Party or anyLender upon the insolvency, bankruptcy or reorganization of Debtor or any otherLoan Party or otherwise for any reason whatsoever, then the security interestscreated by this Agreement will be automatically reinstated and becomeautomatically effective and in full force and effect, all to the extent thatand as though such payment so rescinded, voided or otherwise refunded had neverbeen made and such release and termination of such security interests had neverbeen given.

 

Section7.12.  Obligations Absolute. All rights and remedies of the Secured Party hereunder, and allobligations of Debtor hereunder, shall be absolute and unconditionalirrespective of:

 

(a)                any lack of validity orenforceability of any of the Loan Documents;

 

(b)                any change in the time, manner,or place of payment of, or in any other term of, all or any of the Obligations,or any other amendment or waiver of or any consent to any departure from any ofthe Loan Documents;

 

(c)                any exchange, release, ornonperfection of any Collateral, or any release or amendment or waiver of orconsent to any departure from any guarantee, for all or any of the Obligations;or

 

(d)                any other circumstance thatmight otherwise constitute a defense available to, or a discharge of, a thirdparty pledgor.

 

**Section 7.13.  WAIVER OFJURY TRIAL.  TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, DEBTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALLRIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHERBASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THETRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OFTHE SECURED PARTY OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, ORENFORCEMENT THEREOF.**

 

IN WITNESSWHEREOF, the parties hereto have duly executed this Agreement as of the day andyear first written above.

 
|   | DEBTOR:                                        |
|--------|------------------------------------------------|
|   |                                           |   |
|   | F.Y.I. INCORPORATED                            |
|   |                                           |   |
|   | By:                                            | /s/  Barry L. Edwards |
|   |                                           | Barry L. Edwards |
|   |                                           | Executive Vice  President and Chief Financial Officer |
|   |                                           |   |
|   | SECURED PARTY:                                 |
|   |                                           |   |
|   | BANK OF AMERICA, N.A., as Administrative Agent |
|   |                                           |   |
|   | By:                                            | /s/  David A. Johanson |
|   |                                           | David A. Johanson |
|   |                                           | Vice President |
|        |                                                |  |  |  |

 

EXHIBIT A

TO

PLEDGE AGREEMENT

 

FORM OF AMENDMENT

 

This Amendment,dated __________, is delivered pursuant to Section 4.4 of the PledgeAgreement (as herein defined) referred to below.  The undersigned hereby agrees that this Amendment may be attachedto the Pledge Agreement dated as of April 3, 2001, between the undersigned andBank of America, N.A., as Secured Party for the ratable benefit of the Lendersreferred to therein (the "Pledge Agreement"), and that the sharesof stock, membership, partnership or other equity interests, notes or otherinstruments listed on Schedule 1 annexed hereto shall be and become partof the Collateral referred to in the Pledge Agreement and shall secure paymentand performance of all Obligations as provided in the Pledge Agreement.

 

Capitalized termsused herein but not defined herein shall have the meanings therefor provided inthe Pledge Agreement.

 
|   | F.Y.I. INCORPORATED |
|--------|---------------------|
|   |                |   |
|   | By:                 |   |
|   | Name:               |   |
|   | Title:              |   |
|        |                     |  |  |  |  |