Seller Interest. Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay to the Managing Agents, within one Business Day, an amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 100%.
Seller Interest. The Seller shall ensure that the Receivable Interests of the Purchasers shall at no time exceed in the aggregate 100%. If on the Liquidation Day of a Receivable Interest, the aggregate of the Receivable Interests of the Purchasers exceeds 100%, the Seller shall immediately pay to the Agent an amount to be applied to reduce the Capital of the Receivable Interests, such that after giving effect to such payment the aggregate of the Receivable Interest equals or is less than 100%. Such amount shall be applied to the reduction of the Capital of the Receivable Interests ratably in accordance with the percentages of the Receivable Interests. Any amounts received by the Investors pursuant to the preceding sentence shall be applied ratably in accordance with their Pro Rata Shares. The Seller hereby grants to the Agent for the ratable benefit of the Purchasers a security interest in all of its interest in the Receivables, Related Security, Collections and proceeds thereof to secure payment of the Aggregate Unpaids, including its indemnity obligations under Article VIII and all other obligations owed hereunder to the Purchasers.
Seller Interest. The Seller have exclusive legal right and title to the Equity Interest, free from all Security Interest (as defined below), such as liens, charges and other encumbrances, and all claims of any creditor, whether or not such claims are derived from legally binding agreements to which the Seller is a party or from legally enforceable court judgments or arbitration awards, and upon the Transfer, as contemplated herein, the Purchaser will have full right and title with respect to the Equity Interest, free from any Security Interest, such as liens, charges and other encumbrances, and any claims from any creditors. For purposes of this Agreement and with respect to the Equity Interest, "
Seller Interest. The Seller Interest shall represent an --------------- undivided beneficial interest in the Trust Estate subject to the lien of the Notes created pursuant to the Indenture, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in the Indenture and any Indenture Supplement to be paid to the holders of the Seller Interest.
Seller Interest. The Seller shall ensure that the aggregate Receivable Interests of the Purchasers shall at no time exceed 100%. If at any time, the aggregate Receivable Interests of the Purchasers exceeds 100%, the Seller shall pay to each Managing Agent for the account of the Purchasers in such Managing Agent's Purchase Group within the Required Cure Period, an amount to be applied to reduce the Capital of the Receivable Interests of each Purchaser in such Managing Agent's Purchase Group, such that after giving effect to such payment the aggregate Receivable Interest of all Purchasers equals or is less than 100%. Such amount shall be applied ratably to the reduction of the Capital of the Receivable Interests. Any amounts received by the Purchasers pursuant to the preceding sentence shall be applied ratably in accordance with their Funded Pro Rata Shares. The Seller hereby grants (i) to the Agent for the ratable benefit of the Agent, the Managing Agents and the Purchasers a security interest in all of its interest in the Receivables, Related Security, Collections and proceeds thereof to secure payment of the Aggregate Unpaids, including the indemnity obligations of the Seller under Article VIII and all other obligations owed hereunder to the Purchasers, (ii) to the Agent on behalf of Bank One, as a Swap Counterparty, a security interest in all of its interest in the Swap Cash Collateral Account held by Bank One, and all proceeds thereof to secure the Interest Rate Swap Obligations owing to Bank One, as Swap Counterparty, and (iii) to each Swap Counterparty other than Bank One, a security interest in all of its interest in the Swap Cash Collateral Account held by such Swap Counterparty and all proceeds thereof to secure the Interest Rate Swap Obligations owing to such Swap Counterparty.
Seller Interest. The Seller shall ensure that the --------------- aggregate Receivable Interests of the Purchasers shall at no time exceed 100%. If on the Liquidation Day of a Receivable Interest, the aggregate Receivable Interests of the Purchasers exceeds 100%, the Seller shall pay to the Agent not later than the earlier of (i) the one Business Day following the Seller having knowledge of the existence of any such excess, and (ii) the fifth Business Day following the occurrence of the existence of any such excess, an amount to be applied to reduce the Capital of the Receivable Interests, such that after giving effect to such payment the aggregate Receivable Interest equals or is less than 100%. Such amount shall be applied ratably to the reduction of the Capital of the Receivable Interests. Any amounts received by the Investors pursuant to the preceding sentence shall be applied ratably in accordance with their Pro Rata Shares. The Seller hereby grants to the Agent for the ratable benefit of the Purchasers a security interest in all of its interest in the Receivables, Related Security, Collections and proceeds thereof to secure payment of the Aggregate Unpaids, including its indemnity obligations under Article VIII and all other obligations owed hereunder to the Purchasers."
1.3 Article I of the Agreement is hereby amended to add the following --------- new Section 1.12 thereto at the end of such Article:
Seller Interest. Except for the conveyances hereunder, in connection with any transaction permitted by Sections 7.02 or 7.05 and as provided in Sections 2.12 and 6.03, the Seller agrees not to transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in the Seller Interest represented by the Seller Certificate or any Supplemental Certificate, or, as the case may be, the uncertificated interest in the Seller Interest or any interest therein, and any such attempted transfer, assignment, exchange,
Seller Interest. In exchange for payment of the Merger Consideration as described in Section 2.1(a), the Seller Interest shall automatically be converted into only the right to receive the Merger Consideration, and such Seller Interest shall automatically be cancelled and extinguished.
Seller Interest. Except for the rights of Purchaser created by this Agreement, and the rights of the Kimco Members created by the Venture, Entity Seller is the sole owner of, and has good and marketable title to, the Seller Interest, free and clear of all liens, claims, encumbrances or other security arrangements or obligations to other persons, of whatever kind or character, and has the unrestricted right to sell, transfer and assign the Seller Interest to Purchaser. The Seller Interest is not evidenced or represented by a separate certificate.
Seller Interest. Seller is the owner of record and owns beneficially the Seller Interest, free and clear of any Liens of any kind or nature whatsoever. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of the Seller Interest (other than this Agreement). Except for the Partnership Agreement, Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Seller Interest.
