PAYABLE.
F.Y.I. WILL, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO, PAY ALL TRADE ACCOUNTS PAYABLE BEFORE THE SAME BECOME
MORE THAN 90 DAYS PAST DUE, EXCEPT (A) TRADE ACCOUNTS PAYABLE CONTESTED IN GOOD
FAITH OR (B) TRADE ACCOUNTS PAYABLE IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY
TIME OUTSTANDING $400,000 AND WITH RESPECT TO WHICH NO PROCEEDING TO ENFORCE
COLLECTION HAS BEEN COMMENCED OR, TO THE KNOWLEDGE OF F.Y.I. OR ANY SUBSIDIARY
OF F.Y.I., THREATENED.
SECTION 8.13
NO CONSOLIDATION.
F.Y.I. WILL, AND (EXCEPT WITH RESPECT
TO CLAUSE (A) SUCCEEDING WHICH SHALL NOT BE APPLICABLE TO SUBSIDIARIES OF
F.Y.I.) WILL CAUSE EACH OF ITS SUBSIDIARIES TO:
(A)
WITH RESPECT TO F.Y.I. ONLY, PROVIDE THAT, AT ALL TIMES, AT LEAST
ONE (1) MEMBER OF ITS BOARD OF DIRECTORS OR AT LEAST ONE (1) OF ITS OFFICERS
WILL BE A PERSON WHO IS NOT AN OFFICER, DIRECTOR OR EMPLOYEE OF ANY AFFILIATE OF
F.Y.I. OR ANY OTHER SUBSIDIARY;
(B)
MAINTAIN CORPORATE RECORDS AND BOOKS OF ACCOUNT SEPARATE FROM
THOSE OF ANY CORPORATION WHICH IS AN AFFILIATE OF F.Y.I. AND SEPARATE FROM THOSE
OF ANY SUBSIDIARY OF F.Y.I.;
(C)
NOT COMMINGLE ITS FUNDS OR ASSETS WITH THOSE OF ANY CORPORATION
WHICH IS AN AFFILIATE OF F.Y.I. OR WITH THOSE OF ANY SUBSIDIARY OF F.Y.I.; AND
(D)
PROVIDE THAT ITS BOARD OF DIRECTORS WILL HOLD ALL APPROPRIATE
MEETINGS (OR, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ACT BY WRITTEN CONSENT)
TO AUTHORIZE AND APPROVE SUCH PERSON'S CORPORATE ACTIONS.
SECTION 8.14
INTEREST RATE PROTECTION.
F.Y.I. WILL, COMMENCING ON OR
BEFORE THE 120TH DAY AFTER THE CLOSING DATE, MAINTAIN IN FULL FORCE AND EFFECT
FOR A PERIOD OF TWO YEARS, ONE OR MORE INTEREST RATE PROTECTION AGREEMENTS, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, THAT
ENABLE F.Y.I. TO FIX OR PLACE A LIMIT UPON A RATE OF INTEREST WITH RESPECT TO AT
LEAST AN AGGREGATE NOTIONAL AMOUNT OF THE LESSER OF $50,000,000 OR 100% OF THE
FUNDED DEBT OF F.Y.I. AND ITS SUBSIDIARIES BEARING INTEREST AT A VARIABLE RATE.
ARTICLE 9
NEGATIVE COVENANTS
Each of F.Y.I. and each of its Subsidiaries jointly and severally covenants and
agrees that, as long as the Obligations or any part thereof are outstanding or
any Lender has any Commitment hereunder or any Letter of Credit remains
outstanding, it will perform and observe, or cause to be performed and observed,
the following covenants:
SECTION 9.1
DEBT.
F.Y.I. WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, INCUR, CREATE, ASSUME OR PERMIT TO EXIST ANY DEBT, EXCEPT:
(A)
DEBT OF F.Y.I. AND ITS SUBSIDIARIES TO THE LENDERS PURSUANT TO THE
LOAN DOCUMENTS;
(B)
EXISTING DEBT DESCRIBED ON SCHEDULE 7.10 HERETO AND RENEWALS,
REPLACEMENTS (ON TERMS NO MORE ONEROUS TO THE BORROWER THAN THE EXISTING TERMS),
AND EXTENSIONS OF SUCH DEBT WHICH DO NOT INCREASE THE OUTSTANDING PRINCIPAL
AMOUNT OF, SUCH DEBT AND THE TERMS AND PROVISIONS OF WHICH ARE NOT MATERIALLY
MORE ONEROUS THAN THE TERMS AND CONDITIONS OF SUCH DEBT ON THE CLOSING DATE;
(C)