CONSISTENT WITH SUCH ACCOUNTING PRINCIPLES
APPLIED IN THE PREPARATION OF THE AUDITED FINANCIAL STATEMENTS REFERRED TO IN
SECTION 7.2(A). ALL FINANCIAL INFORMATION DELIVERED TO THE ADMINISTRATIVE AGENT
PURSUANT TO SECTION 8.1 SHALL BE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A
BASIS CONSISTENT WITH SUCH ACCOUNTING PRINCIPLES APPLIED IN THE PREPARATION OF
THE AUDITED FINANCIAL STATEMENTS REFERRED TO IN SECTION 7.2(A) OR IN ACCORDANCE
WITH SECTION 8.7.
IN THE EVENT THAT ANY "ACCOUNTING CHANGES" (AS DEFINED BELOW)
OCCUR AND SUCH CHANGES RESULT IN A CHANGE IN THE METHOD OF CALCULATION OF
FINANCIAL COVENANTS, STANDARDS OR TERMS IN THIS AGREEMENT, THEN F.Y.I. AND THE
ADMINISTRATIVE AGENT AGREE TO ENTER INTO NEGOTIATIONS IN ORDER TO AMEND SUCH
PROVISIONS OF THIS AGREEMENT SO AS TO EQUITABLY REFLECT SUCH ACCOUNTING CHANGES
WITH THE DESIRED RESULT THAT THE CRITERIA FOR EVALUATING F.Y.I.'S FINANCIAL
CONDITION SHALL BE THE SAME AFTER SUCH ACCOUNTING CHANGES AS IF SUCH ACCOUNTING
CHANGES HAD NOT BEEN MADE.
UNTIL SUCH TIME AS SUCH AN AMENDMENT SHALL HAVE BEEN
EXECUTED AND DELIVERED BY F.Y.I., THE ADMINISTRATIVE AGENT AND THE REQUIRED
LENDERS, ALL FINANCIAL COVENANTS, STANDARDS AND TERMS IN THIS AGREEMENT SHALL
CONTINUE TO BE CALCULATED OR CONSTRUED AS IF SUCH ACCOUNTING CHANGES HAD NOT
OCCURRED.
"ACCOUNTING CHANGES" MEANS:
(I) CHANGES IN ACCOUNTING PRINCIPLES
REQUIRED BY THE PROMULGATION OF ANY RULE, REGULATIONS, PRONOUNCEMENT OR OPINION
BY THE FINANCIAL ACCOUNTING STANDARDS BOARD, THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS OR THE SECURITIES AND EXCHANGE COMMISSION (OR SUCCESSORS
THERETO OR AGENCIES WITH SIMILAR FUNCTIONS) AFTER THE CLOSING DATE; AND
(II) CHANGES IN ACCOUNTING PRINCIPLES APPROVED BY F.Y.I.'S CERTIFIED PUBLIC
ACCOUNTANTS AND IMPLEMENTED AFTER THE CLOSING DATE.
(B)
F.Y.I. SHALL DELIVER TO THE ADMINISTRATIVE AGENT AND THE LENDERS,
AT THE SAME TIME AS THE DELIVERY OF ANY ANNUAL OR QUARTERLY FINANCIAL STATEMENT
UNDER SECTION 8.1, (I) A DESCRIPTION, IN REASONABLE DETAIL, OF ANY MATERIAL
VARIATION BETWEEN THE APPLICATION OF GAAP EMPLOYED IN THE PREPARATION OF THE
NEXT PRECEDING ANNUAL, QUARTERLY OR MONTHLY FINANCIAL STATEMENTS AS TO WHICH NO
OBJECTION HAS BEEN MADE IN ACCORDANCE WITH THE LAST SENTENCE OF SUBSECTION (A)
PRECEDING AND (II) REASONABLE ESTIMATES OF THE DIFFERENCE BETWEEN SUCH
STATEMENTS ARISING AS A CONSEQUENCE THEREOF.
(C)
TO ENABLE THE READY AND CONSISTENT DETERMINATION OF COMPLIANCE
WITH THE COVENANTS SET FORTH IN THIS AGREEMENT (INCLUDING ARTICLE 10 HEREOF),
NEITHER F.Y.I. NOR ANY OF ITS SUBSIDIARIES WILL CHANGE THE LAST DAY OF ITS
FISCAL YEAR FROM DECEMBER 31, OR THE LAST DAYS OF THE FIRST THREE FISCAL
QUARTERS OF F.Y.I. AND ITS SUBSIDIARIES IN EACH OF ITS FISCAL YEARS FROM THAT
EXISTING ON THE CLOSING DATE.
ANY SUBSIDIARY OF F.Y.I. CREATED OR ACQUIRED
AFTER THE CLOSING DATE SHALL, AS SOON AS REASONABLY PRACTICABLE, BE PUT ON A
FISCAL YEAR ENDING DECEMBER 31.
SECTION 1.4
FINANCIAL COVENANTS.
THE FINANCIAL COVENANTS CONTAINED
IN ARTICLE 10 SHALL BE CALCULATED ON A CONSOLIDATED BASIS FOR F.Y.I. AND ITS
SUBSIDIARIES.
ARTICLE 2
LOANS
SECTION 2.1
COMMITMENTS.
(A)
LOANS. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH
LENDER SEVERALLY AGREES TO