LIABILITIES (ON EITHER A
GOING-CONCERN BASIS OR A WIND-UP BASIS) RELATING TO ANY PLAN THAT COULD,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT IF SUCH LOAN
PARTY WERE REQUIRED TO FUND OR RESERVE SUCH LIABILITY IN FULL.
AS OF THE
CLOSING DATE AND THE EFFECTIVE DATE, NO FUNDING WAIVERS HAVE BEEN OR WILL HAVE
BEEN REQUESTED OR GRANTED UNDER SECTION 412 OF THE CODE WITH RESPECT TO ANY
PLAN.
NO UNFUNDED OR UNRESERVED LIABILITY FOR BENEFITS UNDER ANY PLAN OR PLANS
OR (EXCLUSIVE OF ANY MULTIEMPLOYER PLANS) EXCEEDS $2,000,000 WITH RESPECT TO ANY
SUCH PLAN OR $4,000,000 WITH RESPECT TO ALL SUCH PLANS IN THE AGGREGATE AS OF
THE CLOSING DATE AND THE EFFECTIVE DATE, ON EITHER A GOING-CONCERN BASIS OR A
WIND-UP BASIS.
SECTION 7.14
DISCLOSURE.
NO WRITTEN STATEMENT, REPORT, REPRESENTATION
OR WARRANTY MADE BY ANY LOAN PARTY IN ANY LOAN DOCUMENT OR FURNISHED TO THE
ADMINISTRATIVE AGENT OR ANY LENDER BY ANY LOAN PARTY IN CONNECTION WITH THE LOAN
DOCUMENTS OR THE MAKING OF THE LOANS OR ISSUANCE OF THE LETTERS OF CREDIT AS
CONTEMPLATED HEREBY CONTAINS ANY UNTRUE STATEMENT (AT THE TIME SUCH STATEMENT
WAS MADE) OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO
MAKE THE STATEMENTS HEREIN OR THEREIN NOT MISLEADING.
THERE IS NO FACT KNOWN TO
F.Y.I. WHICH HAS HAD A MATERIAL ADVERSE EFFECT, AND THERE IS NO FACT KNOWN TO
F.Y.I. WHICH MIGHT IN THE FUTURE HAVE A MATERIAL ADVERSE EFFECT, EXCEPT AS MAY
HAVE BEEN DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT AND THE LENDERS.
SECTION 7.15
CAPITALIZATION.
(A)
ON AND AS OF THE CLOSING DATE AND THE EFFECTIVE DATE, THE
AUTHORIZED CAPITAL STOCK, SHARE OWNERSHIP AND PAR VALUE PER SHARE OF EACH OF THE
SUBSIDIARIES OF F.Y.I. ARE LISTED ON SCHEDULE 7.15.
(B)
ALL OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF F.Y.I. AND ITS
SUBSIDIARIES HAS BEEN VALIDLY ISSUED AND IS FULLY PAID AND NONASSESSABLE.
EXCEPT AS DESCRIBED ON SCHEDULE 7.15, THERE ARE NO OUTSTANDING SUBSCRIPTIONS,
OPTIONS, WARRANTS, CALLS OR RIGHTS (INCLUDING PREEMPTIVE RIGHTS) TO ACQUIRE, AND
NO OUTSTANDING SECURITIES OR INSTRUMENTS CONVERTIBLE INTO, CAPITAL STOCK OF
F.Y.I. OR ANY OF ITS SUBSIDIARIES.
(C)
ON AND AS OF THE CLOSING DATE AND THE EFFECTIVE DATE, EACH
MATERIAL SUBSIDIARY OF F.Y.I. IS IDENTIFIED AS SUCH ON SCHEDULE 7.15 AND, EXCEPT
AS SO IDENTIFIED, F.Y.I. DOES NOT HAVE ANY MATERIAL SUBSIDIARIES ON AND AS OF
SUCH DATE.
SECTION 7.16
AGREEMENTS.
NONE OF THE LOAN PARTIES IS A PARTY TO ANY
INDENTURE, LOAN, CREDIT AGREEMENT, STOCK PURCHASE AGREEMENT OR ANY LEASE OR
OTHER AGREEMENT, DOCUMENT OR INSTRUMENT, OR SUBJECT TO ANY CHARTER OR CORPORATE
RESTRICTION, THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NONE OF THE LOAN PARTIES IS IN DEFAULT IN ANY RESPECT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN ANY AGREEMENT, DOCUMENT OR INSTRUMENT BINDING ON IT OR
ITS PROPERTIES, EXCEPT FOR INSTANCES OF NONCOMPLIANCE THAT, INDIVIDUALLY OR IN
THE AGGREGATE, COULD