EXTENSIONS OF CREDIT.
THE OBLIGATION OF EACH LENDER
TO MAKE ANY LOAN (INCLUDING THE INITIAL LOAN) AND THE OBLIGATION OF THE ISSUING
BANK TO ISSUE ANY LETTER OF CREDIT (INCLUDING THE INITIAL LETTER OF CREDIT)
UNDER THIS AGREEMENT ARE SUBJECT TO THE SATISFACTION OF EACH OF THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 6.1 AND EACH OF THE FOLLOWING ADDITIONAL
CONDITIONS PRECEDENT:
(A)
NO DEFAULT OR MATERIAL ADVERSE EFFECT.
NO DEFAULT OR MATERIAL
ADVERSE EFFECT SHALL HAVE OCCURRED AND BE CONTINUING, OR WOULD RESULT FROM SUCH
LOAN OR LETTER OF CREDIT;
(B)
REPRESENTATIONS AND WARRANTIES.
ALL OF THE REPRESENTATIONS AND
WARRANTIES OF F.Y.I. AND ITS SUBSIDIARIES AND THE OTHER LOAN PARTIES CONTAINED
IN ARTICLE 7 HEREOF AND IN THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT ON
AND AS OF THE DATE OF SUCH LOAN OR LETTER OF CREDIT WITH THE SAME FORCE AND
EFFECT AS IF SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF SUCH
DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES ARE
EXPRESSLY BY THEIR TERMS MADE ONLY AS OF THE CLOSING DATE OR ANOTHER SPECIFIED
DATE; AND
(C)
ADDITIONAL DOCUMENTATION.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH ADDITIONAL APPROVALS, OPINIONS, AGREEMENT, DOCUMENTS AND
INSTRUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
Each notice of borrowing or request for the issuance of a Letter of Credit by
F.Y.I. hereunder shall constitute a representation and warranty by F.Y.I. that
the conditions precedent set forth in Sections 6.2(a) and (b) have been
satisfied (both as of the date of such notice and, unless F.Y.I. otherwise
notifies the Administrative Agent prior to the date of such borrowing or Letter
of Credit, as of the date of such borrowing or Letter of Credit).
SECTION 6.3
CLOSING CERTIFICATE.
THE AGREEMENT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE
OBLIGATIONS OF THE LENDERS TO MAKE THE INITIAL LOAN AND THE OBLIGATION OF THE
ISSUING BANK TO ISSUE THE INITIAL LETTER OF CREDIT ARE SUBJECT TO THE CONDITION
THAT THE ADMINISTRATIVE AGENT RECEIVE, CONCURRENTLY WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, A CLOSING CERTIFICATE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT CERTIFYING AS TO THE
SATISFACTION OF EACH OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 6.1.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
F.Y.I. represents and warrants to the Administrative Agent and the Lenders that
the following statements are and, after giving effect to the transactions
contemplated hereby, will be true, correct and complete:
SECTION 7.1
CORPORATE EXISTENCE.
EACH LOAN PARTY (A) IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION, (B) HAS ALL REQUISITE
POWER AND AUTHORITY TO OWN ITS PROPERTIES AND CARRY ON ITS BUSINESS AS NOW BEING
OR AS PROPOSED TO BE CONDUCTED, AND (C) IS QUALIFIED TO DO BUSINESS IN ALL
JURISDICTIONS IN WHICH THE NATURE OF ITS BUSINESS MAKES SUCH QUALIFICATION
NECESSARY AND WHERE FAILURE TO SO QUALIFY WOULD HAVE A MATERIAL