COULD HAVE ACHIEVED BUT
FOR SUCH ADOPTION, IMPLEMENTATION, CHANGE OR COMPLIANCE (TAKING INTO
CONSIDERATION SUCH LENDER'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY) BY AN
AMOUNT DEEMED BY SUCH LENDER TO BE MATERIAL, THEN FROM TIME TO TIME, WITHIN TEN
BUSINESS DAYS AFTER DEMAND BY SUCH LENDER (WITH A COPY TO THE ADMINISTRATIVE
AGENT), F.Y.I. SHALL PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS
WILL COMPENSATE SUCH LENDER (OR ITS PARENT) FOR SUCH REDUCTION.
A CERTIFICATE
OF SUCH LENDER CLAIMING COMPENSATION UNDER THIS SECTION 4.6 AND SETTING FORTH
THE ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR, PROVIDED THAT THE DETERMINATION THEREOF IS MADE ON A
REASONABLE BASIS.
IN DETERMINING SUCH AMOUNT OR AMOUNTS, SUCH LENDER MAY USE
ANY REASONABLE AVERAGING AND ATTRIBUTION METHODS.
SECTION 4.7
ADDITIONAL INTEREST ON EURODOLLAR LOANS.
F.Y.I. SHALL
PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF EACH LENDER FROM TIME TO
TIME, ADDITIONAL INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH EURODOLLAR LOAN
HELD BY SUCH LENDER, FROM THE DATE OF THE MAKING OF SUCH EURODOLLAR LOAN UNTIL
SUCH PRINCIPAL AMOUNT IS PAID IN FULL, AT AN INTEREST RATE PER ANNUM DETERMINED
BY SUCH LENDER IN GOOD FAITH EQUAL TO THE POSITIVE REMAINDER (IF ANY) OF (A) THE
ADJUSTED EURODOLLAR RATE APPLICABLE TO SUCH EURODOLLAR LOAN MINUS (B) THE
EURODOLLAR RATE APPLICABLE TO SUCH EURODOLLAR LOAN.
EACH PAYMENT OF ADDITIONAL
INTEREST PURSUANT TO THIS SECTION 4.7 SHALL BE PAYABLE BY F.Y.I. ON EACH DATE
UPON WHICH INTEREST IS PAYABLE ON SUCH EURODOLLAR LOAN PURSUANT TO SECTION
2.4(B); PROVIDED, HOWEVER, THAT F.Y.I. SHALL NOT BE OBLIGATED TO MAKE ANY SUCH
PAYMENT OF ADDITIONAL INTEREST UNTIL THE FIRST BUSINESS DAY AFTER THE DATE WHEN
F.Y.I. HAS BEEN INFORMED (I) THAT SUCH LENDER IS SUBJECT TO A RESERVE
REQUIREMENT AND (II) OF THE AMOUNT OF SUCH RESERVE REQUIREMENT (AFTER WHICH TIME
F.Y.I. SHALL BE OBLIGATED TO MAKE ALL SUCH PAYMENTS OF ADDITIONAL INTEREST,
INCLUDING, WITHOUT LIMITATION, SUCH PAYMENT OF ADDITIONAL INTEREST THAT
OTHERWISE WOULD HAVE BEEN PAYABLE BY F.Y.I. ON OR PRIOR TO SUCH TIME HAD F.Y.I.
BEEN EARLIER INFORMED).
ARTICLE 5
SECURITY
SECTION 5.1
COLLATERAL.
TO SECURE THE FULL AND COMPLETE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS, F.Y.I. SHALL, AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES
IN EXISTENCE ON THE CLOSING DATE TO, GRANT TO THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS A PERFECTED,
FIRST PRIORITY LIEN (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) ON ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE
FOLLOWING PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, PURSUANT TO THE
SECURITY DOCUMENTS:
(A)
ALL CAPITAL STOCK OF EACH OF THE DOMESTIC SUBSIDIARIES THAT ARE
NOT NONMATERIAL SUBSIDIARIES (SUBJECT TO THE LAST SENTENCE OF THIS SECTION 5.1)
OF F.Y.I. NOW OWNED OR HEREAFTER ACQUIRED BY F.Y.I. OR ANY SUBSIDIARY OF F.Y.I.;
AND
(B)
THE LESSER OF