LAWS OF ITS
JURISDICTION OF INCORPORATION OR ORGANIZATION, AS THE ADMINISTRATIVE AGENT MAY
REQUIRE;
(W)
OPINIONS OF LOCAL COUNSEL.
IF AND TO THE EXTENT NOT PREVIOUSLY
DELIVERED TO THE ADMINISTRATIVE AGENT, A FAVORABLE OPINION OR COMFORT LETTER (AS
THE ADMINISTRATIVE AGENT MAY REQUIRE) OF LOCAL COUNSEL TO THE ADMINISTRATIVE
AGENT IN EACH STATE OR PROVINCE WHERE MORTGAGED PROPERTIES OR INVENTORY OWNED BY
F.Y.I. OR ITS SUBSIDIARIES ARE LOCATED IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT; AND
(X)
ACCOUNTANT'S LETTER.
IF AND TO THE EXTENT NOT PREVIOUSLY
DELIVERED TO THE ADMINISTRATIVE AGENT, A LETTER FROM F.Y.I. AUTHORIZING THE
INDEPENDENT PUBLIC ACCOUNTANT OF F.Y.I. AND ITS SUBSIDIARIES TO COMMUNICATE WITH
THE ADMINISTRATIVE AGENT AND THE LENDERS AND ACKNOWLEDGING RELIANCE BY THE
ADMINISTRATIVE AGENT AND THE LENDERS ON PAST, PRESENT AND FUTURE FINANCIAL
STATEMENTS.
(Y)
WIRING INSTRUCTIONS.
WRITTEN INSTRUCTIONS FROM F.Y.I. TO THE
ADMINISTRATIVE AGENT WITH RESPECT TO THE DISBURSEMENT OF THE PROCEEDS OF THE
LOANS;
(Z)
INSURANCE POLICIES.
ORIGINALS OF CERTIFICATES OF INSURANCE
EVIDENCING ALL INSURANCE POLICIES REQUIRED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, TOGETHER WITH ENDORSEMENTS NAMING THE ADMINISTRATIVE AGENT AS LOSS
PAYEE UNDER ALL SUCH CASUALTY INSURANCE POLICIES AND THE ADMINISTRATIVE AGENT AS
AN ADDITIONAL INSURED PARTY UNDER ALL SUCH LIABILITY POLICIES AND, IF REQUESTED
BY THE ADMINISTRATIVE AGENT, COPIES OF ALL SUCH INSURANCE POLICIES.
(AA)
LETTER OF CREDIT AGREEMENT.
WITH RESPECT TO ANY ISSUANCE OF A
LETTER OF CREDIT, A LETTER OF CREDIT AGREEMENT IN THE FORM REQUIRED BY THE
ISSUING BANK WITH RESPECT THERETO EXECUTED BY F.Y.I.;
(BB)
SOLVENCY CERTIFICATE; CONTRIBUTION AGREEMENT.
(I) A SOLVENCY
CERTIFICATE; AND (II) CONTRIBUTION AGREEMENTS (OR APPLICABLE AMENDMENTS TO ANY
SUCH AGREEMENTS EXISTING AS OF THE EFFECTIVE DATE) BETWEEN AND AMONG F.Y.I. AND
ITS SUBSIDIARIES TO EVIDENCE APPLICABLE RIGHTS OF CONTRIBUTION;
(CC)
NO MATERIAL LITIGATION.
AS OF THE EFFECTIVE DATE, NO ACTION, SUIT,
INVESTIGATION, OR PROCEEDING SHALL BE PENDING OR THREATENED BEFORE ANY
GOVERNMENTAL AUTHORITY THAT PURPORTS TO AFFECT F.Y.I. OR ANY OF ITS SUBSIDIARIES
THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT OR THAT
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF F.Y.I. OR ANY OF ITS
SUBSIDIARIES TO PERFORM THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS;
(DD)
DUE DILIGENCE REVIEW.
RECEIPT AND REVIEW, WITH RESULTS
SATISFACTORY TO ADMINISTRATIVE AGENT AND ITS COUNSEL, OF INFORMATION REGARDING
LITIGATION, TAX, ACCOUNTING, LABOR, INSURANCE, PENSION LIABILITIES (ACTUAL OR
CONTINGENT), REAL ESTATE LEASES, MATERIAL CONTRACTS, DEBT AGREEMENTS, PROPERTY
OWNERSHIP, ENVIRONMENTAL MATTERS, CONTINGENT LIABILITIES AND MANAGEMENT OF
F.Y.I. AND ITS SUBSIDIARIES; AND
(EE)
INFORMATION SYSTEMS REVIEW. RECEIPT AND REVIEW, WITH RESULTS
SATISFACTORY TO ADMINISTRATIVE AGENT, OF A COMPLETE REVIEW OF F.Y.I.'S AND ITS
SUBSIDIARIES' INFORMATION SYSTEMS BY AN INDEPENDENT FIRM ACCEPTABLE TO F.Y.I.
AND THE ADMINISTRATIVE AGENT.
F.Y.I. shall deliver, or cause to be delivered, to the Administrative Agent
sufficient counterparts of each agreement, document or instrument to be received
by the Administrative Agent under this Section 6.1 to permit the Administrative
Agent to distribute a copy of the same to each of the Lenders.
SECTION 6.2
ALL