Common use of CLOSING CERTIFICATES AND MISCELLANEOUS Clause in Contracts

CLOSING CERTIFICATES AND MISCELLANEOUS. 13. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing. 14. A Certificate of the President, a Vice President or a Financial Officer of the Company in form and substance reasonably satisfactory to the Administrative Agent supporting the conclusions that, after giving effect to the Transactions, the Company and its Subsidiaries, taken as a whole, are Solvent and will be Solvent subsequent to incurring the Indebtedness in connection with the Transactions. 15. Payoff documentation providing evidence reasonably satisfactory to the Administrative Agent that the credit agreement identified in Section 4.01(f) of the Credit Agreement has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.

CLOSING CERTIFICATES AND MISCELLANEOUS. 1312. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing. 1413. A Certificate of the President, a Vice President or a Financial Officer chief financial officer of the Company in the form and substance reasonably satisfactory of Exhibit F to the Administrative Agent Credit Agreement supporting the conclusions that, after giving effect to the Transactions, the Company and its Subsidiaries, taken as a whole, are Solvent and will be Solvent subsequent to incurring the Indebtedness indebtedness in connection with the Transactions. 1514. Payoff documentation providing evidence reasonably satisfactory to the Administrative Agent that the credit agreement identified in Section 4.01(f) of the certain Credit Agreement dated as of October 17, 2005 among the Company, FR X Chart Holdings LLC, the lenders party thereto and Citicorp North America, Inc., as administrative agent has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated. 15. Perfection Certificate(s) pursuant to the Collateral and Guarantee Agreement.

CLOSING CERTIFICATES AND MISCELLANEOUS. 1315. A Certificate signed by the President, a Vice President or a Financial Officer of the Company Borrower certifying the following: (i) all of the representations and warranties of the Company Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing. 1416. A Certificate of the President, a Vice President or a Financial Officer chief financial officer of the Company Borrower in form and substance reasonably satisfactory to the Administrative Agent supporting the conclusions that, after giving effect to the Transactions, the Company Borrower and its Subsidiaries, taken as a whole, are Solvent and will be Solvent subsequent to incurring the Indebtedness indebtedness in connection with the Transactions. 1517. Payoff documentation providing evidence reasonably satisfactory to the Administrative Agent that the credit agreement identified in Section 4.01(f) of the Existing Credit Agreement has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.

CLOSING CERTIFICATES AND MISCELLANEOUS. 1312. A Certificate signed by the President, a Vice President or a Financial Officer of the Company Borrower certifying the following: (i) all of the representations and warranties of the Company Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing. 1413. A Certificate of the President, a Vice President or a Financial Officer chief financial officer of the Company Borrower in form and substance reasonably satisfactory to the Administrative Agent supporting the conclusions that, after giving effect to the Transactions, the Company Borrower and its Subsidiaries, taken as a whole, are Solvent solvent and will be Solvent solvent subsequent to incurring the Indebtedness indebtedness in connection with the Transactions. 1514. Payoff documentation providing evidence reasonably satisfactory to the Administrative Agent that the credit agreement identified in Section 4.01(f) of the Existing Credit Agreement has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.