IN ACCORDANCE WITH ARTICLE 5 HEREOF, REQUIRED TO
HAVE A LEASEHOLD MORTGAGE, AND PRIOR TO OR CONCURRENTLY WITH F.Y.I. OR ANY OF
ITS SUBSIDIARIES ENTERING INTO A LEASE OF REAL PROPERTY ON OR AFTER THE CLOSING
DATE AS TO WHICH THE ADMINISTRATIVE AGENT HAS OR IS, IN ACCORDANCE WITH
ARTICLE 5, REQUIRED TO HAVE A LEASEHOLD MORTGAGE, F.Y.I. SHALL, UNLESS THE
ADMINISTRATIVE AGENT HAS WAIVED SUCH REQUIREMENT IN ITS DISCRETION AS TO ANY
PARTICULAR LEASED PROPERTY, PROVIDE TO THE ADMINISTRATIVE AGENT AN AGREEMENT OF
SUCH OF THE LANDLORDS AND THEIR LENDERS RELATING TO SUCH LEASED PROPERTIES, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
INCLUDING, WITHOUT LIMITATION, ANY LEASED PROPERTIES WHERE THE LANDLORD (I) OWNS
ANY CAPITAL STOCK OF F.Y.I., (II) HOLDS ANY SELLER SUBORDINATED DEBT, OR
(III) IS THE BENEFICIARY OF OR PAYEE UNDER ANY SELLER EARN OUT.
ARTICLE 6
CONDITIONS PRECEDENT
SECTION 6.1
INITIAL LOANS AND LETTER OF CREDIT CONDITIONS.
THE
AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS
AGREEMENT, AND EACH OF THE OBLIGATIONS OF EACH LENDER TO MAKE ITS INITIAL LOAN
UNDER THIS AGREEMENT AND THE OBLIGATION OF THE ISSUING BANK TO ISSUE THE INITIAL
LETTER OF CREDIT UNDER THIS AGREEMENT ARE SUBJECT TO THE CONDITIONS PRECEDENT
THAT THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, ON OR BEFORE THE EFFECTIVE
DATE, ALL OF THE FOLLOWING IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND, IN THE CASE OF ACTIONS TO BE TAKEN, EVIDENCE THAT THE
FOLLOWING REQUIRED ACTIONS HAVE BEEN TAKEN TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT:
(A)
RESOLUTIONS.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
F.Y.I. AND
EACH MATERIAL SUBSIDIARY CERTIFIED BY ITS SECRETARY OR AN ASSISTANT SECRETARY
WHICH AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY OF
THE LOAN DOCUMENTS TO WHICH IT IS OR IS TO BE A PARTY;
(B)
INCUMBENCY CERTIFICATE.
A CERTIFICATE OF INCUMBENCY CERTIFIED BY
THE SECRETARY OR AN ASSISTANT SECRETARY OF F.Y.I. AND EACH MATERIAL SUBSIDIARY
CERTIFYING THE NAME OF EACH OFFICER OR OTHER REPRESENTATIVE OF SUCH LOAN PARTY
(I) WHO IS AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH SUCH LOAN PARTY IS OR
IS TO BE A PARTY (INCLUDING ANY CERTIFICATES CONTEMPLATED THEREIN), TOGETHER
WITH SPECIMEN SIGNATURES OF EACH SUCH OFFICER OR OTHER REPRESENTATIVE, AND
(II) WHO WILL, UNTIL REPLACED BY OTHER OFFICERS OR REPRESENTATIVES DULY
AUTHORIZED FOR THAT PURPOSE, ACT AS ITS REPRESENTATIVE FOR THE PURPOSES OF
SIGNING DOCUMENTS AND GIVING NOTICES AND OTHER COMMUNICATIONS IN CONNECTION WITH
THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY;
(C)
ARTICLES OR CERTIFICATES OF INCORPORATION, ETC.
THE ARTICLES OR
CERTIFICATES OF INCORPORATION, CERTIFICATE OF FORMATION, CERTIFICATE OF LIMITED
PARTNERSHIP, PARTNERSHIP AGREEMENT OR OTHER APPLICABLE CONSTITUTIONAL DOCUMENT
OF F.Y.I. AND EACH MATERIAL SUBSIDIARY CERTIFIED BY THE SECRETARY OF STATE OR
OTHER APPLICABLE GOVERNMENTAL AUTHORITY OF THE STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION OF SUCH LOAN PARTY AND DATED AS OF A CURRENT DATE;
(D)
BYLAWS.
THE BYLAWS OF F.Y.I. AND EACH MATERIAL SUBSIDIARY
CERTIFIED BY THE SECRETARY OR AN