Common use of NEGATIVE COVENANTS OF THE CREDIT PARTIES Clause in Contracts

NEGATIVE COVENANTS OF THE CREDIT PARTIES. At all times from the Closing Date until the Final Payout Date, each Credit Party shall not, unless the Required Lenders shall otherwise consent in writing: (a) Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that any wholly owned Subsidiary of any Credit Party may be merged into such Credit Party or another wholly owned Subsidiary of such Credit Party, or any Credit Party may consolidate or amalgamate with another wholly owned Subsidiary of such Credit Party, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Credit Party gives the Administrative Agent at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including the certificate or certificates of merger or amalgamation or other documents to be filed with each appropriate Secretary of State or equivalent authority (with a copy as filed promptly after such filing), (C) no Default or Event of Default shall have (ii) Make any Disposition, whether in one transaction or a series of related transactions, of all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing) (including issuances of Equity Interests by Subsidiaries that do not result in a Change in Control and Dispositions of interests in Subsidiaries), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that any Credit Party and its Subsidiaries may make Permitted Dispositions.

NEGATIVE COVENANTS OF THE CREDIT PARTIES. At all times from The Credit Parties covenant and agree with the Closing Date until Lender that the Final Payout Date, each Credit Party shall not, unless Parties will not without first obtaining the Required Lenders shall otherwise written consent in writing: of the Lender: (a) Fundamental Changes; Dispositions.except for the Security and Permitted Encumbrances, make, give, create or permit or attempt to make, give or create any mortgage, charge, lien or encumbrance over any assets of the Credit Parties or any Subsidiary; (ib) Wind-upchange the name of any Credit Parties or any Subsidiary; (c) allot and issue any new shares of any Subsidiary, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means unless in the case of a "plan Subsidiary whose shares have been pledged or otherwise subject to a security interest in favour of division" under the Delaware Limited Liability Company Act Lender as part of the Security, the share certificates representing all such new shares allotted and issued are delivered to the Lender, together with powers of attorney and such other transfer documents as the Lender or its counsel may require, to be held by the Lender pursuant to the Security as additional security for the obligations of the Borrower to the Lender in respect of the Facility; (d) in the case of Allied Nevada, declare or provide for any comparable transaction under any similar lawdividends or other payments based on share capital; (e) in the case of Allied Nevada, redeem or permit purchase any of its Subsidiaries to do any shares; (f) except for the sale of the foregoing; providedTreasure Hill property to Golden Predator Mine US Inc. on terms disclosed to the Lender in writing before the date of this Agreement, however, that make any wholly owned Subsidiary sale of or dispose of any Credit Party may be merged into such Credit Party substantial or another wholly owned Subsidiary of such Credit Party, or any Credit Party may consolidate or amalgamate with another wholly owned Subsidiary of such Credit Party, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Credit Party gives the Administrative Agent at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including the certificate or certificates of merger or amalgamation or other documents to be filed with each appropriate Secretary of State or equivalent authority (with a copy as filed promptly after such filing), (C) no Default or Event of Default shall have (ii) Make any Disposition, whether in one transaction or a series of related transactions, of all or any part of its business, property assets or assetsundertaking, whether now owned or hereafter acquired (that of any Subsidiary, including its interest in the shares or agree to do assets of any Subsidiary outside of the foregoingordinary course of business; (g) (including issuances save and except for purchase money security interests, chattel mortgages, equipment leases entered into in the ordinary course of Equity Interests business, borrow or cause any Subsidiary to borrow money from any person other than the Lender without first obtaining and delivering to the Lender a duly signed assignment and postponement of claim by Subsidiaries that do not result such person in a Change in Control and Dispositions of interests in Subsidiaries), or permit any of its Subsidiaries to do any favour of the foregoingLender, in form and terms satisfactory to the Lender; (h) in respect of itself or any Subsidiary, pay out any shareholders loans or other indebtedness to non-arm’s length parties or enter into any transactions with any non-arm’s length parties other than on commercially reasonable terms, unless such payment or transaction is with one of the other Credit Parties hereto and the proceeds of such payment and all benefits of such transaction continue to be subject to the Security after giving effect to such payment or transaction; providedor (i) in respect of itself or any Subsidiary, howeverguarantee the obligations of any other person, that any Credit Party and its Subsidiaries may make Permitted Dispositionsdirectly or indirectly, other than obligations permitted by this Agreement.

NEGATIVE COVENANTS OF THE CREDIT PARTIES. At Until the Term Loan Commitments have expired or terminated and the principal of and interest on each Advance and all times from fees and other Obligations (other than contingent indemnification Obligations to the Closing Date until the Final Payout Dateextent no claim giving rise thereto has been asserted) payable hereunder have been paid in full in cash, each Credit Party shall covenants and agrees with the Lenders and the Administrative Agent that it will not, unless without the Required Lenders shall otherwise prior written consent in writing: of Administrative Agent: (a) Fundamental Changes; Dispositions. (i) Wind-upexcept as expressly permitted by the Basic Documents, liquidate sell, transfer, exchange or dissolve, or merge, consolidate or amalgamate with any Person, including by means otherwise dispose of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries properties or assets, including those included in any part of the Collateral, unless directed to do any so by the Administrative Agent on behalf of the foregoingLenders as permitted herein; provided, however, that any wholly owned Subsidiary this Section shall not apply to nor operate to prevent: (i) the sale or lease of inventory in the ordinary course of business; #227178428 (ii) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (iii) the sale of Receivables to any Approved Subsidiary SPV Borrower in the ordinary course of the Borrower’s business; (iv) the sale of Receivables or participation interests therein pursuant to the transactions contemplated by the Program Agreement; (v) the sale of receivables or participation interests with respect to merchant cash advances in the ordinary course of the Credit Party may be merged into such Credit Party Parties’ business; (vi) the sale, transfer or another wholly owned Subsidiary other disposition of any tangible personal property that, in the reasonable business judgment of such Credit Party, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (vii) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party; (viii) terminations of leases by any Credit Party in the ordinary course of business that do not interfere in any material respect with the business of any such Credit Party; (ix) any sale, transfer, assignment, disposition, abandonment or lapse of intellectual property that is no longer commercially practicable, usable or desirable in the conduct of business, in the ordinary course of business; and (x) the sale, transfer or other disposition of any Property of any Credit Party (including any sale or transfer of Property as part of a sale and leaseback transaction) aggregating not more than $[***] during any fiscal year of the Credit Parties. (b) [reserved]; (c) Engage in any business or activity other than its business as presently conducted, which shall include, for the avoidance of doubt, the business of Opportunity Financial SMB, LLC, Opportunity Financial SMB Holdings, LLC and the entities acquired pursuant to the Bitty Purchase Agreement as conducted on the date the Bitty Acquisition was consummated and on each subsequent date on which additional portions of the entities acquired under the Bitty Purchase Agreement are acquired (and, in each case, reasonable extensions thereof and any business or businesses ancillary or complementary thereto, including, for the avoidance of doubt, the financing of credit card receivables, salary deduction loans and merchant cash advances) except as expressly permitted by this Agreement, the other Basic Documents and the Receivables #227178428 Documents, other than in connection with, or relating to, the Advances pursuant to this Agreement; (d) dissolve or liquidate in whole or in part or merge or consolidate with any other Person except as provided in Section 5.03(a); (e) permit the validity or effectiveness of any Bank Partner Program to be impaired or permit any Person to be released from any covenants or obligations under any Bank Partner Program, except (i) as may consolidate expressly be permitted hereby or amalgamate thereby or (ii) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) except as provided in the Basic Documents, permit any Lien to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof, except for Permitted Liens; (g) (A) Pay any dividend or make any distribution (by reduction of capital or otherwise), including, without limitation any dividend or distribution for the payment of management fees permitted under clause (n) below, whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in such Credit Party with another wholly owned Subsidiary respect to any ownership or Equity Interest or security in or of such Credit Party, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or Equity Interest or security, or (C) set aside or otherwise segregate any amounts for any such purpose, unless in the case of each of the foregoing, (i) no Event of Default then exists or would result therefrom, and (ii) such distribution would not cause the Tangible Net Worth as calculated after giving effect to such dividend, distribution, redemption, repurchase, retirement or payment to be less than the Minimum Tangible Net Worth, provided that: (i) to the extent no Event of Default then exists or would result therefrom, each Credit Party may: (x) pay dividends or make distributions to its equity holders solely for the purpose of repurchasing Equity Interests of departing employees or independent contractors or to satisfy withholding tax obligations; (y) make cash payments in connection with an “Exchange” (as defined in the Company A&R LLCA (as defined in the Business Combination Agreement)); and (z) make distributions as contemplated by the Tax Receivable Agreement (as defined in the Business Combination Agreement); and (ii) each Credit Party may (x) pay dividends or make distributions during any fiscal year in amounts necessary to allow each of its members or its beneficial owner to make payments in respect of its federal income tax liability (and, if applicable, state income tax liability) attributable to its allocable share of the Borrower’s taxable income (determined in accordance with the Code) (including estimated tax payments determined in good faith by the Borrower which are required to be made by its members with respect thereto) so long as the Borrower is treated as a partnership or other pass through entity (Aincluding a disregarded entity) for #227178428 federal income tax purposes (collectively, “Tax Distributions”); provided that, at all times prior to the consummation of the SPAC Transaction, no later than five (5) Business Days prior to making any Tax Distribution, the Borrower, as the case may be, shall have delivered to Administrative Agent a certificate duly executed and completed by a financial officer of the Borrower stating the amount of the Tax Distribution and containing a schedule, in reasonable detail, setting forth the calculation thereof; and (y) make distributions of Cash, Equity Interests, or other provision property contributed to the Company in connection and in furtherance of the consummation of the SPAC Transaction, in each case with respect to this clause (y), within fifteen (15) calendar days of the consummation of the SPAC Transaction. For the avoidance of doubt, the foregoing shall not restrict Credit Parties from making expenditures related to capital, working capital, marketing and other general corporate purposes, and shall not restrict dividends and distributions made by any Credit Party (other than the Borrower) to any other Credit Party. (h) except as otherwise permitted under the terms hereof, enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Indebtedness, other than Permitted Indebtedness; (i) [reserved]; (j) form any Subsidiary after the Closing Date unless, within thirty (30) days after such Subsidiary is formed, (x) such Subsidiary (other than any Excluded Subsidiary) at Administrative Agent’s discretion, becomes a Guarantor with respect to the Obligations and executes a Guaranty in favor of Administrative Agent, (y) such Person pledges to Administrative Agent all of the Equity Interests of such Subsidiary (which in the case of any Approved Subsidiary SPV Borrower, may be junior in priority to the applicable Approved SPV Agent) pursuant to a Pledge Agreement in order to secure the Obligations and (z) Administrative Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith; (k) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, (a) be or become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2 of such executive order, or otherwise be associated with any such Person in any manner violative of Section 2 of such executive order, or (c) otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons in violation of the limitations or prohibitions under any other OFAC regulation or executive order; #227178428 (l) permit the FinWise Accounts to (i) have funds in excess of the amounts required under the FinWise Documents or (ii) be used for any purpose other than to secure the Company’s and OppWin’s obligations under the FinWise Documents; (m) [reserved]; (n) enter into or consummate any transaction of any kind with any of its Affiliates other than (i) the transactions contemplated hereby, by the other Basic Documents and by the Bitty Purchase Agreement, (ii) to the extent not otherwise prohibited under this Agreement, other transactions upon fair and reasonable terms materially no less favorable to such Credit Party than would be violated therebyobtained in a comparable arms-length transaction with a Person not an Affiliate, (Biii) transactions set forth on Schedule 6.01(n), (iv) such Credit Party’s obligations under the Approved SPV Facilities and the Purchase and Sale Agreements to which it is a party, (v) such Credit Party’s investment in Subsidiaries and otherwise in the ordinary course of its business, (vi) transactions permitted pursuant to Sections 6.01(a)(iii) and Section 6.01(g) and (vii) subject to the terms and conditions of the Management Fee Subordination Agreement, the payment of management fees, indemnity obligations and expenses as contemplated by the Management Fee Agreement so long as no Event of Default then exists or would result therefrom and the OpCo Debt to Tangible Net Worth Ratio as calculated both before and after giving effect to such payment would not be greater than [***]; (o) permit any changes in the registered capital or any variation of rights, privileges or preferences of any Equity Interests of any Credit Party gives which would materially and adversely affect the rights and remedies of the Administrative Agent under this Agreement; (p) permit any Credit Party to make or authorize any changes or modifications to the Credit Policies or the Servicing Policy in a manner adverse to the interests of the Administrative Agent or the Lenders under the Basic Documents without the prior written consent of the Administrative Agent. The Credit Parties shall provide the Administrative Agent with at least 30 daysten (10) Business Days’ prior written notice of such merger, consolidation any other changes or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating modifications to such merger, consolidation the Credit Policies or amalgamation, including the certificate or certificates of merger or amalgamation or other documents to be filed with each appropriate Secretary of State or equivalent authority (with a copy as filed promptly after such filing), (C) no Default or Event of Default shall have (ii) Make any Disposition, whether in one transaction or a series of related transactions, of all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing) (including issuances of Equity Interests by Subsidiaries Servicing Policy that do not result in a Change in Control and Dispositions require the consent of interests in Subsidiaries), or the Administrative Agent; and (q) permit any sale, transfer or other disposition of its Subsidiaries to do any fifty percent (50%) or more of the foregoing; provided, however, that any Credit Party assets of the Company and its Subsidiaries may make Permitted Dispositionson a consolidated basis, except as permitted by the Basic Documents or by operation of the Receivables Documents or the Program Agreement.

NEGATIVE COVENANTS OF THE CREDIT PARTIES. At Until the Term Loan Commitments have expired or terminated and the principal of and interest on each Advance and all times from fees and other Obligations (other than contingent indemnification Obligations to the Closing Date until the Final Payout Dateextent no claim giving rise thereto has been asserted) payable hereunder have been paid in full in cash, each Credit Party shall covenants and agrees with the Lenders and the Administrative Agent that it will not, unless without the Required Lenders shall otherwise prior written consent in writing: of Administrative Agent: (a) Fundamental Changes; Dispositions. (i) Wind-upexcept as expressly permitted by the Basic Documents, liquidate sell, transfer, exchange or dissolve, or merge, consolidate or amalgamate with any Person, including by means otherwise dispose of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries properties or assets, including those included in any part of the Collateral, unless directed to do any so by the Administrative Agent on behalf of the foregoingLenders as permitted herein; provided, however, that any wholly owned Subsidiary this Section shall not apply to nor operate to prevent: (i) the sale or lease of inventory in the ordinary course of business; (ii) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any Credit Party may be merged into such Credit Party bulk sale or another wholly owned securitization transaction); (iii) the sale of Receivables to any Approved Subsidiary SPV Borrower in the ordinary course of the Borrower’s business; (iv) the sale of Receivables or participation interests therein pursuant to the transactions contemplated by the Program Agreement; (v) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of such Credit Party, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (vi) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party; (vii) terminations of leases by the any Credit Party in the ordinary course of business that do not interfere in any material respect with the business of the any such Credit Party; (viii) any sale, transfer, assignment, disposition, abandonment or lapse of intellectual property that is no longer commercially practicable, usable or desirable in the conduct of business, in the ordinary course of business; and (ix) the sale, transfer or other disposition of any Property of any Credit Party (including any sale or transfer of Property as part of a sale and leaseback transaction) aggregating not more than $[***] during any fiscal year of the Credit Parties. (b) [reserved]; (c) Engage in an business or activity other than its business as presently conducted (and reasonable extensions thereof and any business or businesses ancillary or complementary thereto, including, for the avoidance of doubt, the financing of credit card receivables and salary deduction loans) except as expressly permitted by this Agreement, the other Basic Documents and the Receivables Documents, other than in connection with, or relating to, the Advances pursuant to this Agreement; (d) dissolve or liquidate in whole or in part or merge or consolidate with any other Person except as provided in Section 5.03(a); (e) permit the validity or effectiveness of any Bank Partner Program to be impaired or permit any Person to be released from any covenants or obligations under any Bank Partner Program, except (i) as may consolidate expressly be permitted hereby or amalgamate thereby or (ii) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) except as provided in the Basic Documents, permit any Lien to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof, except for Permitted Liens; (g) (A) Pay any dividend or make any distribution (by reduction of capital or otherwise), including, without limitation any dividend or distribution for the payment of management fees permitted under clause (n) below, whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in such Credit Party with another wholly owned Subsidiary respect to any ownership or Equity Interest or security in or of such Credit Party, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or Equity Interest or security, or (C) set aside or otherwise segregate any amounts for any such purpose, unless in the case of each of the foregoing, (i) no Event of Default then exists or would result therefrom, and (ii) such distribution would not cause the Tangible Net Worth as calculated after giving effect to such dividend, distribution, redemption, repurchase, retirement or payment to be less than the Minimum Tangible Net Worth, provided that: (i) to the extent no Event of Default then exists or would result therefrom, each Credit Party may: (x) pay dividends or make distributions to its equity holders solely for the purpose of repurchasing Equity Interests of departing employees or independent contractors or to satisfy withholding tax obligations; (y) make cash payments in connection with an “Exchange” (as defined in the Company A&R LLCA (as defined in the Business Combination Agreement)); and (z) make distributions as contemplated by the Tax Receivable Agreement (as defined in the Business Combination Agreement); and (ii) each Credit Party may (x) pay dividends or make distributions during any fiscal year in amounts necessary to allow each of its members or its beneficial owner to make payments in respect of its federal income tax liability (and, if applicable, state income tax liability) attributable to its allocable share of the Borrower’s taxable income (determined in accordance with the Code) (including estimated tax payments determined in good faith by the Borrower which are required to be made by its members with respect thereto) so long as the Borrower is treated as a partnership or other pass through entity (Aincluding a disregarded entity) for federal income tax purposes (collectively, “Tax Distributions”); provided that, at all times prior to the consummation of the SPAC Transaction, no later than five (5) Business Days prior to making any Tax Distribution, the Borrower, as the case may be, shall have delivered to Administrative Agent a certificate duly executed and completed by a financial officer of the Borrower stating the amount of the Tax Distribution and containing a schedule, in reasonable detail, setting forth the calculation thereof; and (zy) make distributions of Cash, Equity Interests, or other provision property contributed to the Company in connection and in furtherance of the consummation of the SPAC Transaction, in each case with respect to this clause (zy), within fifteen (15) calendar days) of the consummation of the SPAC Transaction. For the avoidance of doubt, the foregoing shall not restrict Credit Parties from making expenditures related to capital, working capital, marketing and other general corporate purposes. (h) except as otherwise permitted under the terms hereof, enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Indebtedness, other than Permitted Indebtedness; (i) [reserved]; (j) form any Subsidiary after the Closing Date unless, within thirty (30) days after such Subsidiary is formed, (x) such Subsidiary (other than any Excluded Subsidiary) at Administrative Agent’s discretion, becomes a Guarantor with respect to the Obligations and executes a Guaranty in favor of Administrative Agent, (y) such Person pledges to Administrative Agent all of the Equity Interests of such Subsidiary (which in the case of any Approved Subsidiary SPV Borrower, may be junior in priority to the applicable Approved SPV Agent) pursuant to a Pledge Agreement in order to secure the Obligations and (z) Administrative Agent shall have received all documents, including without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the foregoing conditions in connection therewith; (k) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, (a) be or become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2 of such executive order, or otherwise be associated with any such Person in any manner violative of Section 2 of such executive order, or (c) otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons in violation of the limitations or prohibitions under any other OFAC regulation or executive order; (l) permit the FinWise Accounts to (i) have funds in excess of the amounts required under the FinWise Documents or (ii) be used for any purpose other than to secure the Company’s and OppWin’s obligations under the FinWise Documents; (m) [reserved]; (n) enter into or consummate any transaction of any kind with any of its Affiliates other than (i) the transactions contemplated hereby and by the other Basic Documents, (ii) to the extent not otherwise prohibited under this Agreement, other transactions upon fair and reasonable terms materially no less favorable to such Credit Party than would be violated therebyobtained in a comparable arms-length transaction with a Person not an Affiliate, (Biii) transactions set forth on Schedule 6.01(n), (iv) such Credit Party’s obligations under the Approved SPV Facilities and the Purchase and Sale Agreements to which it is a party, (v) such Credit Party’s investment in Subsidiaries, (vi) transactions permitted pursuant to Sections 6.01(a)(iii) and Section 6.01(g) and (vii) subject to the terms and conditions of the Management Fee Subordination Agreement, the payment of management fees, indemnity obligations and expenses as contemplated by the Management Fee Agreement so long as no Event of Default then exists or would result therefrom and the OpCo Debt to Tangible Net Worth Ratio as calculated both before and after giving effect to such payment would not be greater than [***]; (o) permit any changes in the registered capital or any variation of rights, privileges or preferences of any Equity Interests of any Credit Party gives which would materially and adversely affect the rights and remedies of the Administrative Agent under this Agreement; (p) permit any Credit Party to make or authorize any changes or modifications to the Credit Policies or the Servicing Policy in a manner adverse to the interests of the Administrative Agent or the Lenders under the Basic Documents without the prior written consent of the Administrative Agent. The Credit Parties shall provide the Administrative Agent with at least 30 daysten (10) Business Days’ prior written notice of such merger, consolidation any other changes or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating modifications to such merger, consolidation the Credit Policies or amalgamation, including the certificate or certificates of merger or amalgamation or other documents to be filed with each appropriate Secretary of State or equivalent authority (with a copy as filed promptly after such filing), (C) no Default or Event of Default shall have (ii) Make any Disposition, whether in one transaction or a series of related transactions, of all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing) (including issuances of Equity Interests by Subsidiaries Servicing Policy that do not result in a Change in Control and Dispositions require the consent of interests in Subsidiaries), or the Administrative Agent; and (q) permit any sale, transfer or other disposition of its Subsidiaries to do any fifty percent (50%) or more of the foregoing; provided, however, that any Credit Party assets of the Company and its Subsidiaries may make Permitted Dispositionson a consolidated basis, except as permitted by the Basic Documents or by operation of the Receivables Documents or the Program Agreement.