Negative Covenants of Seller and FCI Clause Samples

Negative Covenants of Seller and FCI. At any time prior to the Collection Date, Seller and FCI each covenants and agrees that it shall not, without the prior written consent of the Company, the Collateral Agent and the L/C Bank: (i) Sales, Liens, Etc. Against Receivables and Related Security. Except for the releases contemplated under Section 7.11 and 7.12 of the Credit Agreement, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist, any Lien (other than the Primary Lien, the L/C Bank Lien or, with respect to VOIs and Lots relating to Contracts, any Permitted Encumbrances thereon) upon or with respect to, any Contract or any Transferred Assets, or any interests in either thereof, or upon or with respect to any Lock-Box Account to which any Collections are sent, or assign any right to receive income in respect thereof. Each of FCI and Seller shall immediately notify the Company of the existence of any Lien on any Contract or Transferred Assets, and shall defend the right, title and interest of the Company in, to and under the Contracts and Transferred Assets, against all claims of third parties. (ii) Extension or Amendment of Contract Terms. Extend, amend, waive or otherwise modify the terms of any Contract (other than by way of a Permitted Deferral or in accordance with Customary Practices), or permit the rescission or cancellation of any Contract, whether for any reason relating to a negative change in the related Obligor's creditworthiness or inability to make any payment under the Contract or otherwise; provided, however, that the following modifications may be made to a Pledged Contract from time to time: (i) extensions which are Permitted Deferrals, (ii) amendments, entered into in accordance with Customary Practices and Credit Standards and Collections Policies, which do not reduce the amount or extent the maturity of required Payments, (iii) reductions in the amount of required principal Payments under such Contract which do not alter the aggregate amount of Collections anticipated to be received in the Collection Account in respect of such Contract (as a result of any release of prepaid premiums for Credit Life Insurance), and (iv) modifications in the applicability of a PAC (which will, among other things, result in a change in the relevant Contract Rate). (iii) Change in Business or Credit and Collection Policy. (A) Make any change in the character of its business, or (B) make any change in the Credit Standards and Collection Policies ...