Eligible Purchase Money Note. Shall mean a Purchase Money Note for which each of the following statements is accurate (and the Borrower by including such Purchase Money Note in any Borrowing Base Certificate shall be deemed to represent and warrant to the Administrative Agent and the Lenders the accuracy of such statements as of the date of such Borrowing Base Certificate): (a) Such Purchase Money Note evidences the binding and valid obligation of the obligor thereunder to the Borrower and is enforceable
... against such obligor in accordance with its terms (except as may be limited by Debtor Relief Laws or by general equitable principles (whether enforcement is sought by proceedings in law or equity)); (b) Such Purchase Money Note is free of all defaults by the obligor thereunder and from any rescission, cancellation or avoidance, whether by operation of law or otherwise; (c) The obligor on such Purchase Money Note is not an officer, director, employee, or agent of the Borrower; (d) Repayment in full of such Purchase Money Note is supported by (i) an irrevocable letter of credit issued by a bank chartered in the United States of America or (ii) other credit enhancement acceptable to Required Lenders in their discretion, in either case with the issuer of such letter of credit or other credit enhancement having a long-term rating of A or better by S&P or A2 or better by Moody's. (e) The obligor under such Purchase Money Note is not a Subsidiary or Affiliate of the Borrower or an employee, agent, officer or director of such Subsidiary or Affiliate; (f) Such Purchase Money Note is not subject to dispute, counterclaim or setoff; (g) Such Purchase Money Note is not payable by an obligor who is the subject of any pending bankruptcy or insolvency proceeding, has a trustee or receiver currently appointed for all or a substantial part of its property, is currently subject to an assignment for the benefit of creditors, a written admission of its inability to pay its debts as they mature or a suspension of its business; (h) Such Purchase Money Note and all Letter-of-Credit Rights (as defined in the Uniform Commercial Code as enacted from time to time in the State of New York) or rights associated with other credit enhancement for such Purchase Money Note are subject to a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Note Pledge Agreement, and the original, executed Purchase Money Note is in the possession of the Administrative Agent or is held by another Person which acknowledges that it holds it for the benefit of the Administrative Agent; and (i) Such Purchase Money Note has not been outstanding for more than 60 days after the date of the Permitted Disposition for which it constituted all or any portion of the consideration.
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