Eligible Note Receivable means those Notes Receivable that comply with each of the representations and warranties respecting Eligible Notes Receivable made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below. Eligible Notes Receivable shall not include a Note Receivable (unless specifically determined to be an Eligible Note Receivable by Agent following a review thereof on a case-by-case basis) if:
Eligible Note Receivable. On any date of determination, any Transferred Note Receivable that both (a) complies with the representations and warranties set forth in Section 3.03 and (b) is an Eligible Note Receivable under the Loan Agreement.
Eligible Note Receivable. Has the meaning set forth in the Loan Agreement.
Examples of Eligible Note Receivable in a sentence
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.
When the documents described in subsections (a), (b), (c) or (d) above for such Note Receivable are delivered to the Custodial Agent, then that Note Receivable shall be deemed an Eligible Note Receivable provided that all other conditions to eligibility are satisfied.
In the event as to a particular Note Receivable, the documents described in subsections (a), (b), (c) or (d) above are not delivered to the Custodial Agent prior to the expiration of the applicable Trailing Documents Delivery Date, then that Note Receivable shall no longer be deemed an Eligible Note Receivable and if a Borrowing Base Shortfall occurs as a result of such ineligibility, the provisions of Section 2.7(c) shall be applicable.
In the event that any Eligible Note Receivable becomes available thereafter, the Borrower shall promptly substitute such Eligible Note Receivable for the Ineligible Note Receivable pledged to Agent.
Extend, amend or otherwise modify the terms of any Eligible Loan Paper or Eligible Note Receivable, except for extensions and adjustments made in accordance with the Credit Policy, provided that, upon written notice from Agent, sent after the occurrence and during the continuance of any Default or Event of Default, Borrower shall not make, or consent to, any further extensions, amendments or modifications without the prior written consent of Agent and the Requisite Lenders.
More Definitions of Eligible Note Receivable
Eligible Note Receivable a Note Receivable which satisfies the criteria set forth below as of the date of the applicable Advance (unless another date is specified, in which case such Note Receivable shall satisfy such criteria as of such other date):
Eligible Note Receivable means, at any time, each Note Receivable of Borrower and the Subsidiary Guarantors created in the ordinary course of business which satisfy each of the following conditions:
Eligible Note Receivable any note receivable which is not subject to a Lien and (a) which is wholly owned by the Borrower or a
Eligible Note Receivable set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced as follows:
Eligible Note Receivable means that certain unsecured demand note payable by the Borrower to Arch Western, dated as of the date hereof, as such note may hereafter be modified, amended, restated, supplemented, refinanced, replaced, extended or renewed from time to time, subject to the prior written consent of the Agents in the event of: (i) any modification, amendment, restatement, supplement, refinancing, replacement, extension, or renewal of such unsecured demand note which increases the rate of interest payable by the Borrower thereunder, which provides for any collateral security therefore, which provides for any guarantee thereof or which modifies, amends, restates, supplements or eliminates any right of set-off thereunder, or (ii) any other modification, amendment, restatement, supplement, refinancing, replacement, extension, or renewal of such unsecured demand note on terms materially adverse to the Borrower or the Lenders. Environmental Claim shall mean any administrative, regulatory or judicial action, suit, claim, notice of non-compliance or violation, notice of liability or potential liability, proceeding, consent order or consent agreement relating in any way to any of the Environmental Laws, Environmental Permit, Regulated Substances, Contamination or otherwise arising from alleged injury or threat of injury to the environment. Environmental Complaint shall mean any written notice or complaint by any Person or Official Body setting forth allegations relating to or a cause of action for personal injury or property damage, natural resource damage, contribution or indemnity for response costs, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws or any order, notice of violation, citation, subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws. Environmental Laws shall mean, collectively, any federal, state, local or foreign statute, Law (including, but not limited to Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., the Federal Safe Drinking Water ...
Eligible Note Receivable means those Note Receivables that comply with each of the representations and warranties respecting Eligible Note Receivables made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below. Eligible Note Receivables shall not include a Note Receivable (unless specifically determined to be an Eligible Note Receivable by Agent following a review thereof on a case-by-case basis) if:
Eligible Note Receivable. A Pledged Note Receivable that satisfies each of the following criteria:
(a) The Applicable Underlying Loan that it evidences was originated by Borrower in the ordinary course of its business;
(b) Advances by Borrower under such Note Receivable may be used by the Applicable Underlying Borrower solely for purposes of providing purchase money financing to a Purchaser in connection with an Interval at the Qualified Resort related to such Applicable Underlying Borrower, to pay down or pay off loans secured by such Qualified Resort or otherwise in compliance with the Applicable Underlying Loan Documents;
(c) The Applicable Resort's Applicable Underlying Loan Documents have been approved in writing by Lender in its sole and absolute discretion;
(d) Borrower is the sole payee;
(e) Principal and interest payments on it are payable to Borrower in legal tender of the United States;
(f) It provides for the payment to Borrower of interest at the minimum floating rate of (i) the Libor Rate plus 3.5% per annum; or (ii) the Prime Rate plus 1.0% per annum, in each case redetermined no less frequently than quarterly;
(g) Neither the Applicable Underlying Borrower nor the Applicable Underlying Guarantor, if any, is an Affiliate of Borrower or Guarantor;
(h) No monthly installment or other amount due with respect to the Note Receivable is more than thirty (30) days' contractually past due at the time of its pledge to Lender hereunder, and no such monthly installment becomes more than sixty (60) days' contractually past due thereafter;
(i) Neither the Applicable Underlying Borrower nor the Applicable Underlying Guarantor, if any, has any claim against Borrower, Guarantor, or any Affiliate thereof, and no defense, set-off, or counterclaim exists with respect to the Note Receivable at the time of any Advance in respect thereof; and
(j) The original of the Note Receivable and all related documents and instruments, the terms of each of which shall comply fully with all Applicable Laws, have been endorsed in the manner prescribed by Lender and delivered to Custodian. Notwithstanding a particular Note Receivable's satisfaction of all of the foregoing criteria or any terms, provisions, or conditions hereof to the contrary:
(i) Lender's Advances in connection with any one (1) particular Applicable Underlying Borrower shall in no event exceed $20,000,000 without Lender's prior written consent, which consent may be granted or withheld in Lender's sole and absolute discretion; and
(ii) ...