Common use of Conditions Precedent to All Clause in Contracts

Conditions Precedent to All. the Company's Purchases of ------------------------------------------------------ Receivables. The obligation of the Company to pay a Seller for any Receivable ----------- and other Receivable Assets with respect thereto on each Payment Date (including any Effective Date) shall be subject to the further conditions precedent, which may be waived by the Company, that on such Payment Date: (a) the following statements shall be true (and the acceptance by such Seller of the Purchase Price for any Receivables on any Payment Date shall constitute a representation and warranty by such Seller that on such Payment Date the statements in clauses (i) and (ii) below are true): (i) the representations and warranties of such Seller contained in subsections 4.1 (other than subsection 4.1(f)(1)) and 4.2 shall be true and correct in all material respects on and as of such Payment Date as though made on and as of such date, except insofar as such representations and warranties are expressly made only as of another date (in which case they shall be true and correct in all material respects as of such other date); and (ii) after giving effect to such purchase, no Purchase Termination Event of the type specified in paragraph (e), (h), (i) or (j) of Article VII with respect to such Seller (or Incipient Purchase Termination Event with respect thereto) shall have occurred and be continuing; and (iii) there has been no material adverse change since the date of this Agreement in the collectibility of the Receivables of such Seller (other than due to a change in the creditworthiness of the Obligors); (b) the Company shall have received payment in full of all amounts for which payment is due from such Seller pursuant to subsection 2.5, 2.6 or 9.3; (c) the Company shall have received such other approvals, opinions or documents as the Company may reasonably request; and (d) such Seller shall have complied with all of its covenants in all material respects and satisfied all of its obligations in all material respects under this Agreement required to be complied with or satisfied as of such date; provided, however, that the failure of any Seller to satisfy any of the -------- ------- foregoing conditions shall not prevent such Seller from subsequently selling Receivables upon satisfaction of all such conditions or exercising its rights under subsection 2.1(b). The acceptance of the Purchase Price for any Receivable and other Receivable Assets on each Payment Date by each Seller shall constitute a representation and warranty by such Seller that the conditions to the sale thereof on such Payment Date shall have been satisfied.

Conditions Precedent to All. the Company's Purchases of ------------------------------------------------------ Receivables. Advances The obligation of the Company EDC to pay a Seller for make any Receivable ----------- and other Receivable Assets with respect thereto on each Payment Date (including any Effective Date) shall be Advance is subject to the further conditions precedent, which may be waived by the Company, that on such Payment Datethat: (a) the following statements shall be true (and the acceptance by such Seller all of the Purchase Price for any Receivables on any Payment Date shall constitute a representation and warranty by such Seller that on such Payment Date the statements in clauses (i) and (ii) below are true):Disbursement Terms have been met or complied with to EDC's satisfaction with respect to each Advance; (ib) the representations and warranties of such Seller contained made by the Borrower in subsections 4.1 (other than subsection 4.1(f)(1)) and 4.2 this Agreement shall be true and correct in all material respects on and as of such Payment Date as though made on and as the date of such date, except insofar as such representations and warranties are expressly made only as the making of another date (in which case they shall be true and correct in all material respects as of such other date); andeach Advance; (iic) after giving effect both immediately prior to such purchaseand upon receipt of any Advance, no Purchase Termination Event of the type specified in paragraph (e), (h), (i) or (j) of Article VII with respect to such Seller (or Incipient Purchase Termination Event with respect thereto) Default shall have occurred and be continuing; (d) both immediately prior to and upon receipt of any Advance, no event or circumstance shall have occurred which has resulted in, or would reasonably be expected to result in, a Material Adverse Effect; (e) the Borrower has paid to EDC all fees and expenses as the Borrower will have agreed to pay to EDC hereunder and under the Transaction Documents to the extent due (including, without limitation, the reasonable fees and expenses of counsel to EDC); (f) the Contract relating to purchase price, terms and manner of payment, time, manner and place of delivery of any Goods and/or Services has not been amended nor has the Contract been cancelled (except to the extent the Contract shall have been replaced by one or more contracts of similar value and for similar goods and services which replacement contracts shall have been approved by EDC in accordance with the provisions of section 3.4(a)); and (iiig) there has been no material adverse change since EDC shall have received a certificate of the Chief Financial Officer of MNC confirming that prior to and subsequent to the requested Advance, the total loan amount outstanding under the Bank Facility is at least twice the total amount outstanding under this Agreement. The Borrower shall be deemed to certify to the effect set forth in subsections 6.2(b), (c), (d) and (f) as at the date of this Agreement in the collectibility of the Receivables of such Seller (other than due to a change in the creditworthiness of the Obligors); (b) the Company shall have received payment in full of all amounts for which payment is due from such Seller pursuant to subsection 2.5, 2.6 or 9.3; (c) the Company shall have received such other approvals, opinions or documents as the Company may reasonably request; and (d) such Seller shall have complied with all of its covenants in all material respects and satisfied all of its obligations in all material respects under this Agreement required to be complied with or satisfied as of such date; provided, however, that the failure of any Seller to satisfy any of the -------- ------- foregoing conditions shall not prevent such Seller from subsequently selling Receivables upon satisfaction of all such conditions or exercising its rights under subsection 2.1(b). The acceptance of the Purchase Price for any Receivable and other Receivable Assets on each Payment Date by each Seller shall constitute a representation and warranty by such Seller that the conditions to the sale thereof on such Payment Date shall have been satisfiedAdvance.