Common use of Certificate of the Borrower Clause in Contracts

Certificate of the Borrower. Concurrent with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by its Chief Executive Officer, President, Chief Financial Officer or Vice President and Treasurer or Vice President and Controller, in the form of Exhibit 8.03(d) hereto, to the effect that, except as described pursuant to Section 8.03(e) below, (i) the representations and warranties of the Borrower contained in Article VI hereof are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 [Limitation on Indebtedness] of the Indenture and (iv) setting forth a list of payments summarized by category only made by the Borrower to Paragon as reimbursement of ordinary course business expenses paid by Paragon on behalf of the Borrower during the period applicable to such certificate.

Certificate of the Borrower. Concurrent Concurrently with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Sections 8.03(b) paragraphs 2 and 8.03(c) hereof3 of this EXHIBIT 8.3, a certificate of the Borrower signed by its the Chief Executive Officer, President, President or Chief Financial Officer or Vice President and Treasurer or Vice President and Controllerof the Borrower, in the form of Exhibit 8.03(d) heretoEXHIBIT 8.3.4, to the effect that, except as described pursuant to Section 8.03(e) belowparagraph 5 of this SCHEDULE 8.3, (i) the representations and warranties of the Borrower contained in Article VI hereof Section 6 and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has Loan Parties have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the such financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 8.2 [Limitation on Indebtedness] of the Indenture Negative Covenants], and (iv) setting forth containing a list of payments summarized by category only made by the Borrower to Paragon as reimbursement of ordinary course business expenses paid by Paragon on behalf general management discussion of the financial statement results for such period. The Borrower during shall also provide concurrently with the period certificate described above a written summary discussing the financial results for the fiscal quarter/fiscal year then ended and comparing the results to the prior year's fiscal quarter/fiscal year and to the annual budget delivered to the Agent and the Banks pursuant to paragraph 8(a) of this Exhibit 8.3. The certificate delivered with the annual financial statements pursuant to paragraph 3 shall include a determination in reasonable detail of the Excess Cash Flow and the amount of the Mandatory Prepayment of Excess Cash Flow applicable to such certificatefiscal year.

Certificate of the Borrower. Concurrent Concurrently with the financial statements of the Borrower Holdings and its Subsidiaries furnished to the Administrative Agent and to the Banks Lenders pursuant to Sections 8.03(b) 8.3.1 [Quarterly Financial Statements] and 8.03(c) hereof8.3.2 [Annual Financial Statements] and , if Holdings elects to do so, as of the date of the consummation of the Qualified Note Issuance, a certificate (each, a “Compliance Certificate”) of the Borrower Holdings signed by its the Chief Executive Officer, President, Chief Financial Officer Officer, or Vice President and Treasurer or Vice President and Controllerof Holdings, in the form of Exhibit 8.03(d) hereto8.3.3, to the effect that, except as described pursuant to Section 8.03(e) below8.3.4 [Notice of Default], (i) the representations and warranties of the Borrower contained in Article VI hereof Section 6 and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has Loan Parties have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the such financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 8.2 [Limitation on IndebtednessNegative Covenants] of the Indenture and (iv) setting forth containing a list of payments summarized by category only made by the Borrower to Paragon listing as reimbursement of ordinary course business expenses paid by Paragon on behalf of the Borrower during date of such financial statements of the period applicable to such certificateidentity and amount of (y) the outstanding Lender-Provided Credit Arrangements and (z) the outstanding Guaranties under Section 8.2.3(iv).

Certificate of the Borrower. Concurrent with the financial --------------------------- statements of the Borrower furnished to the Administrative Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by its Chief Executive a Responsible Officer, President, Chief Financial Officer or Vice President and Treasurer or Vice President and Controller, in the form of Exhibit 8.03(d) heretohereto --------------- (the "Compliance Certificate"), to the effect that, except as described pursuant to Section 8.03(e) below, (i) the representations and warranties of the Borrower contained in Article VI hereof are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 [Limitation on Indebtedness] of the Indenture with respect to indebtedness incurred during the period applicable to such compliance certificate and (iv) setting forth a list of payments summarized by category only made by the Borrower to Paragon MPN as reimbursement of ordinary course business expenses paid by Paragon MPN on behalf of the Borrower during the period applicable to such certificatecertificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such period.

Certificate of the Borrower. Concurrent with the financial --------------------------- statements of the Borrower furnished to the Administrative Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by its Chief Executive Officer, President, Chief Financial a Responsible Officer or Vice President and Treasurer or Vice President and Controller, in the form of Exhibit 8.03(d) heretohereto --------------- (the "Compliance Certificate"), to the effect that, except as described pursuant to Section 8.03(e) below, (i) the representations and warranties of the Borrower contained in Article VI hereof are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 [Limitation on Indebtedness] of the Indenture with respect to indebtedness incurred during the period applicable to such compliance certificate and (iv) setting forth a list of payments summarized by category only made by the Borrower to Paragon MPN as reimbursement of ordinary course business expenses paid by Paragon MPN on behalf of the Borrower during the period applicable to such certificatecertificate and also setting forth all other dividends and distributions to MPN during such period.

Certificate of the Borrower. Concurrent with the financial --------------------------- statements of the Borrower furnished to the Administrative Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by its Chief Executive a Responsible Officer, President, Chief Financial Officer or Vice President and Treasurer or Vice President and Controller, in the form of Exhibit 8.03(d) heretohereto --------------- (the "Compliance Certificate"), to the effect that, except as described pursuant to Section 8.03(e) below, (i) the representations and warranties of the Borrower contained in Article VI hereof are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 [Limitation on Indebtedness] of the Indenture with respect to indebtedness incurred during the period applicable to such compliance certificate and (iv) setting forth a list of payments summarized by category only made by the Borrower to Paragon MPN as reimbursement of ordinary course business expenses paid by Paragon MPN on behalf of the Borrower during the period applicable to such certificatecertificate and also setting forth all other dividends and distributions to MPN during such period.

Certificate of the Borrower. Concurrent Concurrently with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Sections 8.03(b) paragraph 2 of this Exhibit 8.3 and 8.03(c) hereofwithin 60 calendar days after the end of the first three fiscal quarters in each fiscal year, a certificate of the Borrower signed by its Chief Executive Officer, President, Chief Financial an Authorized Officer or Vice President and Treasurer or Vice President and Controllerof the Borrower, in the form of Exhibit 8.03(d) hereto8.3.3, to the effect that, except as described pursuant to Section 8.03(e) belowparagraph 5 of this Exhibit 8.3, (i) the representations and warranties of the Borrower contained in Article VI hereof Section 6 and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has Loan Parties have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, certificate and (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the such financial statements with all financial covenants contained in Section 8.02 hereof and 8.2 [Negative Covenants]. The Borrower shall also provide concurrently with the covenant contained in Section 1008 [Limitation on Indebtedness] certificate described above a written summary discussing the consolidated financial results for the year-to-date period of the Indenture fiscal year then ended and (ivcomparing the results to the prior year and to the annual budget delivered to the Agent and the Banks pursuant to paragraph 8(a) setting forth of this Exhibit 8.3. The certificate delivered with the annual financial statements pursuant to paragraph 3 shall include a list of payments summarized by category only made by the Borrower to Paragon as reimbursement of ordinary course business expenses paid by Paragon on behalf determination in reasonable detail of the Borrower during Excess Cash Flow and the period amount of the Mandatory Prepayment of Excess Cash Flow applicable to such certificatefiscal year.

Certificate of the Borrower. Concurrent with the financial --------------------------- statements of the Borrower furnished to the Administrative Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by its Chief Executive Officer, President, Chief Financial a Responsible Officer or Vice President and Treasurer or Vice President and Controller, in the form of Exhibit 8.03(d) heretohereto --------------- (the "Compliance Certificate"), to the effect that, except as described pursuant to Section 8.03(e) below, (i) the representations and warranties of the Borrower contained in Article VI hereof are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 [Limitation on Indebtedness] of the Indenture with respect to indebtedness incurred during the period applicable to such compliance certificate and (iv) setting forth a list of payments summarized by category only made by the Borrower to Paragon MPN as reimbursement of ordinary course business expenses paid by Paragon MPN on behalf of the Borrower during the period applicable to such certificatecertificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such period.

Certificate of the Borrower. Concurrent with the --- --------------------------- financial statements of the Borrower furnished to the Administrative Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by its Chief Executive Officer, President, Chief Financial a Responsible Officer or Vice President and Treasurer or Vice President and Controller, in the form of Exhibit 8.03(d) hereto--------------- hereto (the "Compliance Certificate"), to the effect that, except as described pursuant to Section 8.03(e) below, (i) the representations and warranties of the Borrower contained in Article VI hereof are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of the financial statements with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 [Limitation on Indebtedness] of the Indenture with respect to indebtedness incurred during the period applicable to such compliance certificate and (iv) setting forth a list of payments summarized by category only made by the Borrower to Paragon MPN as reimbursement of ordinary course business expenses paid by Paragon MPN on behalf of the Borrower during the period applicable to such certificatecertificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such period.