ASSISTANT SECRETARY OF SUCH LOAN PARTY;
(E)
GOVERNMENTAL CERTIFICATES.
CERTIFICATES OF APPROPRIATE OFFICIALS
AS TO THE EXISTENCE AND GOOD STANDING, STATUS OR COMPLIANCE, AS APPLICABLE, OF
F.Y.I. AND EACH MATERIAL SUBSIDIARY IN THEIR RESPECTIVE JURISDICTIONS OF
INCORPORATION OR ORGANIZATION AND ANY AND ALL JURISDICTIONS WHERE SUCH LOAN
PARTY IS QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION OR OTHER ENTITY, EACH
SUCH CERTIFICATE TO BE DATED AS OF A CURRENT DATE;
(F)
NOTES.
THE NOTES DULY COMPLETED AND EXECUTED BY F.Y.I.;
(G)
GUARANTIES.
A MASTER GUARANTY EXECUTED BY EACH OF THE DOMESTIC
SUBSIDIARIES OF F.Y.I.;
(H)
SECURITY AGREEMENTS.
SECURITY AGREEMENTS EXECUTED BY F.Y.I. AND
EACH OF ITS SUBSIDIARIES WHICH ARE REQUIRED TO GRANT LIENS IN ACCORDANCE WITH
ARTICLE 5 (INCLUDING, WITHOUT LIMITATION, SECURITY AGREEMENTS REQUIRED IN
ACCORDANCE WITH SECTION 5.1 AND SECURITY AGREEMENTS, TO BE HELD IN ESCROW BY THE
ADMINISTRATIVE AGENT, REQUIRED IN ACCORDANCE WITH SECTION 5.4);
(I)
STOCK CERTIFICATES.
THE STOCK CERTIFICATES REPRESENTING ALL OF
THE ISSUED AND OUTSTANDING CAPITAL STOCK OF EACH OF THE SUBSIDIARIES OF F.Y.I.
ACCOMPANIED BY APPROPRIATE STOCK POWERS SIGNED IN BLANK;
(J)
FINANCING STATEMENTS.
FINANCING STATEMENTS AND ALL OTHER
REQUISITE FILING DOCUMENTS EXECUTED BY THE LOAN PARTIES NECESSARY OR APPROPRIATE
TO PERFECT THE LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS (INCLUDING,
WITHOUT LIMITATION, FINANCING STATEMENTS RELATING TO THE SECURITY AGREEMENTS
REQUIRED IN ACCORDANCE WITH SECTION 5.1 AND FINANCING STATEMENTS, TO BE HELD IN
ESCROW BY THE ADMINISTRATIVE AGENT, RELATING TO THE SECURITY AGREEMENTS REQUIRED
IN ACCORDANCE WITH SECTION 5.4);
(K)
LIEN RELEASES.
RELEASES OR ASSIGNMENTS OF LIENS AND UCC-3
FINANCING STATEMENTS IN RECORDABLE FORM, AS MAY BE NECESSARY TO REFLECT THAT THE
LIENS CREATED BY THE SECURITY DOCUMENTS ARE FIRST PRIORITY LIENS (EXCEPT FOR
PERMITTED LIENS, IF ANY, WHICH ARE EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS TO
HAVE PRIORITY OVER THE LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT);
(L)
LIEN SEARCHES. LIEN SEARCHES IN THE NAMES OF F.Y.I. AND EACH OF
ITS MATERIAL SUBSIDIARIES (AND IN ALL NAMES UNDER WHICH EACH SUCH PERSON HAS
DONE BUSINESS WITHIN THE LAST FIVE YEARS AND IN ALL NAMES OF PERSONS WHO
PREVIOUSLY OWNED ANY OF THE PROPERTIES CONSTITUTING COLLATERAL AS THE
ADMINISTRATIVE AGENT MAY REQUIRE) IN EACH STATE, COUNTY, PARISH OR OTHER
JURISDICTION WHERE EACH SUCH PERSON MAINTAINS AN OFFICE OR HAS PROPERTY, SHOWING
NO FINANCING STATEMENTS OR OTHER LIEN INSTRUMENTS OF RECORD EXCEPT FOR PERMITTED
LIENS (AND LIENS RELEASED IN ACCORDANCE WITH SECTION 6.1(K));
(M)
LEASES.
IF REQUESTED BY THE ADMINISTRATIVE AGENT, COPIES OF ALL
LEASES (AND ALL AMENDMENTS AND SUPPLEMENTS THERETO) PURSUANT TO WHICH F.Y.I. OR
ANY OF ITS SUBSIDIARIES LEASES MORTGAGED PROPERTIES;
(N)
CONSENTS.
COPIES OF ALL MATERIAL CONSENTS NECESSARY FOR THE
EXECUTION, DELIVERY AND PERFORMANCE BY EACH OF THE LOAN PARTIES OF THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY, WHICH CONSENTS SHALL BE CERTIFIED BY A
RESPONSIBLE OFFICER OF THE APPLICABLE LOAN PARTY AS TRUE AND CORRECT COPIES OF
SUCH CONSENTS AS OF THE EFFECTIVE DATE;
(O)
PERMITS. IF REQUESTED BY THE ADMINISTRATIVE AGENT, COPIES OF ALL
MATERIAL PERMITS AFFECTING