Eligible Notes Receivable. As to each Note Receivable that is identified by Borrower as an Eligible Note Receivable in the most recent Borrowing Base Certificate submitted to Agent, as of the date of such certificate: (a) such Note Receivable is a bona fide existing payment obligation of the maker of such Note Receivable created in the ordinary course of business by Horizon or an Approved Third-Party Originator, (b) such Note Receivable has been transferred to Borrower by sale or contribution and is now owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of cancellation, (c) such Note Receivable is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Notes Receivable, (d) the original amount of, the unpaid balance of, and the amount and dates of payments on such Note Receivable shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct, (e) Borrower has no knowledge of any fact (which shall not include general economic conditions) which is reasonably likely to impair the validity or collectability of such Note Receivable, (f) such Note Receivable is subject to a first-priority security interest in favor of Agent, (g) such Note Receivable complies with all applicable laws in all material respects, and (h) since delivery to Agent, such Note Receivable has not been amended nor any material requirements relating thereto waived without the prior written consent of Agent, other than an extension, modification or waiver in accordance with the Required Procedures then in effect. The portfolio of Notes Receivable held by Borrower, as opposed to Horizon or any other Subsidiary or Affiliate of Horizon, has not been selected in a manner adverse to Borrower or the Lender Group.
Eligible Notes Receivable. Section 1.1(bb)(xv) is hereby deleted in its entirety and in its place instead is substituted the following:
Eligible Notes Receivable. Each Note Receivable which is assigned to Lender pursuant to this Agreement and against which an Advance is requested or which is assigned in satisfaction of Borrower's obligations under Section 2.7(c) shall be an Eligible Note Receivable at the time of assignment. Borrower has Performed all of its obligations to Purchasers, and there are no executory obligations to Purchasers to be Performed by Borrower, except for non-delinquent and executory obligations disclosed to Purchasers in their Purchase Contracts.
Eligible Notes Receivable. Those Pledged Notes Receivable which satisfy each of the following criteria:
Eligible Notes Receivable. Section 1.1(z) of the Loan Agreement and Section 6 of the First Modification Agreement are hereby deleted in their entirety and replaced with the following:
Eligible Notes Receivable. Cause all amounts payable to the Borrower or any of its Wholly Owned Subsidiaries under the Eligible Note Receivables to be payable directly to the person party thereto and the portion of the amounts to which the Borrower or such Wholly Owned Subsidiary are entitled will not be subject to any pass-through arrangement, fee-splitting arrangement or any other arrangement with any third party which would require such Person to remit any portion of such fees to a third party under any circumstances. The Borrower and its Wholly Owned Subsidiaries will deliver to the Agent a true and complete copy of each Eligible Note Receivable with respect to which a copy has been requested by such Agent.
Eligible Notes Receivable. All Eligible Notes Receivable included in the Notes Receivable Borrowing Base meet the criteria for Eligible Notes Receivable.
Eligible Notes Receivable. With respect to the proposed Financed ------------------------- Notes Receivable, verification (i) that the same exist and constitute Eligible Notes Receivable, and (ii) of the amounts due thereunder.
Eligible Notes Receivable. The Eligible Notes Receivable are bona fide existing obligations created by the lending of money in the ordinary course of Borrower's business, unconditionally owed to Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation and secured by bona fide Financed Receivables or other satisfactory collateral in accordance with the Required Procedures. Borrower has not received notice of actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any Payee regarding any Eligible Note Receivable. Borrower has not received notice of any actual or threatened litigation regarding the validity or enforceability of any Eligible Note Receivable, Financed Receivable or any lien on other collateral securing any Eligible Note Receivable. Each Eligible Note Receivable strictly complies with the representations and warranties respecting Financed Receivables made by the applicable Payee to Borrower. With regard to each Eligible Note Receivable, Borrower has duly filed financing statements against the applicable Payee in all applicable jurisdictions, and upon the occurrence of an Event of Default, such financing statements shall be promptly assigned to Lender, for the benefit of Lender.
Eligible Notes Receivable. Section 1.1(r) (Eligible Notes Receivable) is hereby amended in part as follows:
(a) Section 1.1(s)(vii) is hereby amended to read as follows:
