ASSETS SOLD, DISPOSED OF OR OTHERWISE
TRANSFERRED SHALL NOT EXCEED $250,000 IN AGGREGATE AMOUNT DURING ANY FISCAL
YEAR, (II) THE ASSETS SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED SHALL, IF
SUBJECT TO A FIRST PRIORITY LIEN IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE
LENDERS, CONTINUE TO BE SUBJECT TO 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) IN FAVOR OF
THE ADMINISTRATIVE AGENT AND THE LENDERS, AND (III) NO DEFAULT EXISTS AT THE
TIME OF OR WILL RESULT FROM SUCH ASSET DISPOSITION;
(D)
DISPOSITIONS OF PROPERTY NO LONGER USED OR USEFUL IN THE ORDINARY
COURSE OF BUSINESS;
(E)
ASSET DISPOSITIONS THAT WERE CONTEMPLATED AND DISCLOSED TO THE
LENDERS AT THE TIME OF ANY PERMITTED ACQUISITION IF THE ASSET DISPOSITION
OCCURS, AND THE NET PROCEEDS THEREOF ARE APPLIED, AS REQUIRED OR PERMITTED BY
SECTION 2.7;
(F)
ASSET DISPOSITIONS BY SUBSIDIARIES OF F.Y.I., AND ASSET
DISPOSITIONS CONSISTING OF A SALE OF ALL OF THE ISSUED AND OUTSTANDING CAPITAL
STOCK OF A SUBSIDIARY OF F.Y.I., IF THE AGGREGATE FAIR MARKET VALUE OF THE
PROPERTY SOLD OR OTHERWISE TRANSFERRED IN CONNECTION WITH ALL OF SUCH ASSET
DISPOSITIONS ON OR AFTER THE CLOSING DATE DOES NOT EXCEED TEN PERCENT OF THE NET
BOOK VALUE OF THE TANGIBLE ASSETS OF F.Y.I. AND ITS SUBSIDIARIES AS OF THE DATE
OF ANY SUCH ASSET DISPOSITION;
(G)
PERMITTED DISPOSITIONS; AND
(H)
TO THE EXTENT PERMITTED BY SECTION 9.9, SALE AND LEASEBACK
TRANSACTIONS.
SECTION 9.9
SALE AND LEASEBACK.
F.Y.I. WILL NOT, AND WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO ANY ARRANGEMENT WITH ANY PERSON
PURSUANT TO WHICH IT LEASES FROM SUCH PERSON REAL OR PERSONAL PROPERTY THAT HAS
BEEN OR IS TO BE SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, BY IT TO SUCH
PERSON (WHICH ARRANGEMENT IS HEREINAFTER CALLED A "SALE AND LEASEBACK
TRANSACTION"); PROVIDED, HOWEVER, THAT F.Y.I. AND ITS MATERIAL SUBSIDIARIES MAY
ENTER INTO SALE AND LEASEBACK TRANSACTIONS WITH ONE ANOTHER; PROVIDED, FURTHER,
HOWEVER, THAT SALE AND LEASEBACK TRANSACTIONS ARE PERMITTED IF AND TO THE EXTENT
THAT, AFTER GIVING EFFECT THERETO, F.Y.I. AND ITS SUBSIDIARIES WOULD BE IN
COMPLIANCE WITH THE PROVISO CONTAINED IN SECTION 9.1(C).
SECTION 9.10
LINES OF BUSINESS.
F.Y.I. WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, ENGAGE IN ANY LINE OR LINES OF BUSINESS ACTIVITY
OTHER THAN THE BUSINESSES IN WHICH THEY ARE ENGAGED ON THE CLOSING DATE AND
LINES OF BUSINESS REASONABLY RELATED THERETO.
F.Y.I. WILL NOT, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS, BECOME AN OPERATING COMPANY AND
WILL NOT ENGAGE IN ANY BUSINESS ACTIVITY EXCEPT FOR BUSINESS ACTIVITIES RELATING
TO ITS OWNERSHIP AND MANAGEMENT OF ITS SUBSIDIARIES SUBSTANTIALLY CONSISTENT
WITH ITS CURRENT BUSINESS ACTIVITIES.
F.Y.I. SHALL NOT AND SHALL NOT PERMIT ANY
OF ITS SUBSIDIARIES TO OWN PROPERTY OR CONDUCT ANY MATERIAL BUSINESS OPERATIONS
OUTSIDE THE U.S., CANADA OR, TO THE EXTENT PERMITTED BY THE LAST PROVISO IN THE
DEFINITION OF