Common use of Eligible Notes Receivable Clause in Contracts

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. 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 OriginatorBorrower’s business, (b) such Note Receivable has been transferred to Borrower by sale or contribution to, and is now owed to by 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 or second priority security interest interest, as applicable, in favor of AgentAgent (subject to Permitted Liens), (g) such Note Receivable and all collateral therefor 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, extension or modification or waiver in accordance with the Borrower’s 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. As to each Note Receivable that is identified by Borrower as an Eligible Note Receivable in the most recent a Borrowing Base Certificate submitted by or on behalf of Borrower to Agent, as of the date of such certificate: (aa)(i) 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 OriginatorBorrower’s business, (bii) 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, and (ciii) 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, ; (db) such Note Receivable has been documented on the Approved Forms in accordance with the Required Procedures and all Applicable Laws; (c) 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; (d) neither Servicer nor Borrower has received notice of (i) actual bankruptcy, insolvency, or material impairment of the financial condition of any Account Debtor obligated on any Eligible Notes Receivable, (ii) any actual litigation regarding the validity or enforceability of any Eligible Notes Receivable or (iii) any lien on other collateral securing any Eligible Notes Receivable; (e) neither Servicer nor Borrower has no knowledge of any other fact (which shall not include general economic conditions) which that is reasonably likely to impair the validity or collectability collectibility 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 of such report 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, extension or modification or waiver in accordance with the Required Procedures then in effect. The portfolio of ; (g) financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions and for those Notes Receivable held secured by BorrowerEquipment that consists of motorized vehicles in whole or in part, as opposed to Horizon or any other Subsidiary or Affiliate a certificate of Horizon, has not been selected in a manner adverse to title for such Equipment naming Borrower or the Lender Groupnominee designated in the Vehicle Lienholder Nominee Agreement as first lienholder has been delivered to Custodian or Agent, except with respect to Note Receivables covering Equipment with an original cost less than $25,000; (h) Borrower is the sole legal and beneficial owner of each Note Receivable identified to Agent as an Eligible Note Receivable, and all related documents and Books, and no participation interest or other ownership interest (legal, beneficial or otherwise) has been sold or is otherwise outstanding with respect thereto; (i) the Original Contract delivered to Custodian is the one and only original of the Note Receivable; and (j) such Note Receivable and all related Contract Assets are subject to a first priority security interest in favor of Agent.

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 OriginatorBorrower’s business, (b) such Note Receivable has been transferred to Borrower by sale or contribution to, and is now owed to by 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 or second priority security interest interest, as applicable, in favor of Agent, (g) such Note Receivable and all collateral therefor 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, extension or modification or waiver in accordance with the Borrower’s 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.