F.Y.I. (I) STATING THAT, TO THE BEST OF SUCH OFFICER'S KNOWLEDGE, NO
DEFAULT HAS OCCURRED AND IS CONTINUING OR, IF A DEFAULT HAS OCCURRED AND IS
CONTINUING, STATING THE NATURE THEREOF AND THE ACTION THAT HAS BEEN TAKEN AND IS
PROPOSED TO BE TAKEN WITH RESPECT THERETO, AND (II) SHOWING (WITH RESPECT TO
EACH CERTIFICATE DELIVERED CONCURRENTLY WITH THE DELIVERY OF EACH OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 8.1(A) AND 8.1(B)) IN REASONABLE
DETAIL THE CALCULATIONS DEMONSTRATING COMPLIANCE WITH SECTION 9.5(I) AND ARTICLE
10, (III) SUMMARIZING ALL MATERIAL INFORMATION REGARDING EACH ACQUISITION MADE
DURING THE FISCAL QUARTER THEN MOST RECENTLY ENDED, WHICH INFORMATION SHALL
INCLUDE THE NAMES OF THE ACQUIROR AND THE ENTITY WHOSE CAPITAL STOCK OR ASSETS
WERE ACQUIRED, THE NATURE OF THE ASSETS OWNED BY THE ACQUIRED ENTITY OR ACQUIRED
DIRECTLY (AS APPLICABLE), THE NATURE OF THE BUSINESS OF THE ACQUIRED ENTITY OR
IN WHICH THE ASSETS ACQUIRED WERE AND WILL BE UTILIZED (AS APPLICABLE), THE
AMOUNT OF THE PURCHASE PRICE AND ALL OTHER CONSIDERATION PAID AND PAYABLE IN
CONNECTION WITH SUCH ACQUISITION AND THE FORM OF SUCH PURCHASE PRICE OR OTHER
CONSIDERATION, THE REMAINING AMOUNT (IF ANY) IN EACH "BASKET" REFERRED TO IN THE
DEFINITION OF THE TERM "PERMITTED ACQUISITION" AFTER GIVING EFFECT TO ALL OF
SUCH ACQUISITIONS AND SUCH OTHER INFORMATION AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST, (IV) ATTACHING (UNLESS THE ADMINISTRATIVE AGENT HAS AGREED
THAT THE SAME NEED NOT BE ATTACHED) THE MOST RECENT FINANCIAL STATEMENTS OF THE
ENTITY WHOSE CAPITAL STOCK OR ASSETS WERE ACQUIRED THAT ARE AVAILABLE TO F.Y.I.
AND (IF THE ADMINISTRATIVE AGENT SO REQUESTS) A COPY OF ALL PERMITTED
ACQUISITION DOCUMENTS RELATING TO SUCH ACQUISITION REFERRED TO IN CLAUSE (III)
PRECEDING, AND (V) CERTIFYING THAT EACH ACQUISITION REFERRED TO IN CLAUSE (III)
PRECEDING IS A PERMITTED ACQUISITION (AND INCLUDING FINANCIAL DATA SUPPORTING
SUCH CERTIFICATION IF REQUESTED BY THE ADMINISTRATIVE AGENT) AND THAT NO OTHER
ACQUISITIONS WERE CONSUMMATED DURING THE FISCAL QUARTER THEN MOST RECENTLY
ENDED;
(D)
BUDGET.
PROMPTLY UPON ANY REQUEST THEREFOR BY THE ADMINISTRATIVE
AGENT,
A COPY OF THE BUDGET OF F.Y.I. AND ITS SUBSIDIARIES ON A CONSOLIDATED
BASIS FOR EACH FISCAL YEAR (SEGREGATED BY ENTITY WITH RESPECT TO EACH ENTITY, IF
ANY, TO BE ACQUIRED WHICH IS INCLUDED IN SUCH BUDGET AND SEGREGATED BY QUARTER
OR MONTH AND SETTING FORTH ALL MATERIAL ASSUMPTIONS);
(E)
MANAGEMENT LETTERS.
PROMPTLY UPON ANY REQUEST THEREFOR BY THE
ADMINISTRATIVE AGENT, A COPY OF ANY MANAGEMENT LETTER OR WRITTEN REPORT
SUBMITTED TO ANY LOAN PARTY BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS WITH
RESPECT TO THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS,
PROSPECTS OR PROPERTIES OF ANY SUCH PERSON;
(F)
NOTICE OF LITIGATION.
PROMPTLY AFTER THE COMMENCEMENT THEREOF,
NOTICE OF ALL ACTIONS, SUITS AND PROCEEDINGS BEFORE ANY GOVERNMENTAL AUTHORITY
OR ARBITRATOR AFFECTING ANY LOAN PARTY WHICH, IF DETERMINED ADVERSELY TO ANY
SUCH PERSON COULD HAVE A MATERIAL ADVERSE EFFECT;
(G)
NOTICE OF DEFAULT.
AS SOON AS POSSIBLE AND IN ANY EVENT
IMMEDIATELY UPON F.Y.I.'S KNOWLEDGE OR THE KNOWLEDGE OF ANY SUBSIDIARY OF F.Y.I.
OF