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 Administrative Agent and to the Banks pursuant to Sections 8.03(b) and 8.03(c) hereof, a certificate of the Borrower signed by a Responsible Officer in the form of Exhibit 8.03(d) 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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate 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 Concurrently with the financial --------------------------- statements of the Borrower Loan Parties furnished to the Administrative Agent and to the Banks Lenders pursuant to Sections 8.03(b) Section 9.1 and 8.03(c) hereofSection 9.2 a certificate (each, a certificate “Compliance Certificate”) of the Borrower signed by a Responsible the Chief Executive Officer, President, or Authorized Financial Officer of the Borrower, in substantially the form of Exhibit 8.03(d) hereto --------------- (the "Compliance Certificate")E hereto, to the effect that, except as described pursuant to Section 8.03(e) below9.4, (ia) the representations and warranties of the Borrower Loan Parties contained in Article VI hereof ARTICLE V 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, (iib) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iiic) 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 ARTICLE VIII and with (d) containing calculations in sufficient detail to demonstrate the covenant contained in Section 1008 [Limitation on Indebtedness] Leverage Ratio – Pricing as of the Indenture date of such financial statements, it being understood and agreed that, with respect to indebtedness incurred during the period applicable to such compliance certificate clauses (c) and (ivd) setting forth a list of payments summarized by category only made by this sentence, the Borrower completion of Annex A to MPN the form of Compliance Certificate attached hereto as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such periodExhibit E shall constitute sufficient detail.

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 a Responsible Officer in the form of Exhibit 8.03(d) 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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate 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 a Responsible Officer Officer, in the form of Exhibit 8.03(d) 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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate 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 a Responsible Officer in the form of Exhibit 8.03(d) --------------- 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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate 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 Concurrently with the financial --------------------------- statements of the Borrower furnished to the Administrative Agent and to the Banks Lenders pursuant to Sections 8.03(bSection 7.03(a) [Quarterly Financial Statements] and 8.03(cSection 7.03(b) hereof[Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by a Responsible the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.03(d) hereto --------------- (the "Compliance Certificate"7.03(C), to the effect that, except as described pursuant to Section 8.03(e7.03(e) below[Notice of Default], (i) the representations and warranties of the Borrower contained in Article VI hereof V and in the other Loan Documents are true in all material respects (except that any representation and warranty which is qualified as to “materiality”, “Material Adverse Change” or similar language shall be certified as true and correct as written) 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 the limitations on Unrestricted Subsidiaries set forth at Section 7.02(h)(iii) and with all financial covenants contained in Section 8.02 hereof and with the covenant contained in Section 1008 7.02 [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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such periodNegative Covenants].

Certificate of the Borrower. Concurrent Concurrently with the financial --------------------------- statements of the Borrower furnished to the Administrative Agent and to the Banks Lenders pursuant to Sections 8.03(bSection 7.03(a) [Quarterly Financial Statements] and 8.03(cSection 7.03(b) hereof[Annual Financial Statements], a certificate (each a "Compliance Certificate") of the Borrower signed by a Responsible the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.03(d) hereto --------------- (the "Compliance Certificate"7.03(C), to the effect that, except as described pursuant to Section 8.03(e7.03(d) below[Notice of Default], (i) the representations and warranties of the Borrower contained in Article VI hereof V 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 with the covenant contained in Section 1008 7.02 [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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such periodNegative Covenants].

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 a Responsible Officer Officer, in the form of Exhibit 8.03(d) 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 MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate 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 Concurrently with the financial --------------------------- statements of the Borrower furnished to the Administrative 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 a Responsible an Authorized Officer of the Borrower, in the form of Exhibit 8.03(d) hereto --------------- (the "Compliance Certificate")8.3.3, 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 with respect fiscal year then ended and comparing the results to indebtedness incurred during the period applicable prior year and to such compliance certificate the annual budget delivered to the Agent and (ivthe Banks pursuant to paragraph 8(a) setting forth a list of payments summarized by category only made by the Borrower to MPN as reimbursement of ordinary course business expenses paid by MPN on behalf of the Borrower during the period applicable to such certificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such periodthis Exhibit 8.

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 a Responsible 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 --------------- (the "Compliance Certificate")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 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 MPN Paragon as reimbursement of ordinary course business expenses paid by MPN Paragon on behalf of the Borrower during the period applicable to such certificate and also setting forth all other dividends and distributions to MPN and all intercompany loans to MPN during such periodcertificate.