Lien Release Dividends Sample Clauses

Lien Release Dividends. (a) Notwithstanding any provision contained in this Agreement to the contrary, on a Lien Release Dividend Date, the Borrower may distribute to the Equityholder any Collateral Obligation that was sold by the Equityholder to the Borrower, or any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, the satisfaction of which shall have been certified to the Agent (with a copy to the Collateral Agent) by the Borrower, the Servicer and the Equityholder: (i) the Borrower and the Equityholder shall have given the Agent, with a copy to the Collateral Agent, at least five (5) Business Days’ prior written notice of its intent to effect a Lien Release Dividend, in the form of Exhibit L (a “Notice and Request for Consent”), and the Agent shall have delivered to the Borrower its prior written consent, not to be unreasonably withheld, conditioned or delayed; (ii) the proposed Lien Release Dividend Date shall take place during the Revolving Period and on any such Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; (iii) both immediately prior and after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Unmatured Event of Default or Event of Default shall exist (or, if any such Unmatured Event of Default or Event of Default would be cured after giving effect to such Lien Release Dividend, the Agent has provided its prior written consent, not to be unreasonably withheld, delayed or conditioned); (B) the representations and warranties contained in Article IX shall continue to be correct in all material respects (or if any such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects), except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date; (C) the eligibility of any Collateral Obligation subject to a Lien Release Dividend remaining as part of the Collateral after giving effect to such Lien Release Dividend will be redetermined as of the applicable Lien Release Dividend Date; (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or vali...