Security; Limited Recourse. (a) The Shareholders -------------------------- will arrange for the issuance, on the Closing Date, of an irrevocable letter of credit in an amount equal to the Maximum Amount minus the amount of the Escrow ----- Consideration, issued by a bank or other financial institution having a rating of at least "A+" from Standards & Poor's selected by the Shareholders, in favor of the Purchaser (the "Security"). The Security shall be in form and substance reasonably satisfactory -------- to the Company and the Purchaser. In the event that the issuer of the Security is downgraded below "A+", the Shareholders will replace the Security with a new irrevocable letter of credit issued by a financial institution having a rating of at least "A+." For purposes of this Section 10.08(a), the amount of the Escrow Consideration will be deemed to be the sum of (x) the amount of cash placed into escrow, plus (y) the product of the number of shares of Purchaser ---- Common Stock placed into escrow multiplied by the Average Parent Share Price.
(b) The Security will be drawable in an amount necessary to satisfy the indemnification obligations of the Shareholders under Article VIII and Article X (i) upon the written request of the Shareholder Representative or (ii) upon the presentation to the issuer of the Security of the final non-appealable decision of an arbitrator or the final non-appealable judgment of a court having jurisdiction over the matters relating to the indemnification obligations of the Shareholders, in which instance the Security shall be drawable in the amount of such final non-appealable judgment.
(c) The Security and the Escrow Consideration, if any, shall be the sole and exclusive remedy for any claims, demands, actions or causes of action by any of the Purchaser's Indemnified Persons under Article VIII and Article X of this Agreement, and the Purchaser's Indemnified Persons shall make claims under this Agreement only against the Security and the Escrow Consideration.
Security; Limited Recourse. The Funding Note is solely the obligation of Global Funding, and will not be guaranteed by any person, including but not limited to the Funding Agreement Provider, any Allstate Life Global Funding Trust, any Agent, the Global Funding Trust Beneficial Owner, the Delaware Trustee, the Funding Note Indenture Trustee or any of their affiliates. Global Funding's obligations under the Funding Note will be secured by all of Global Funding's rights and title in one or more Funding Agreement(s) issued by the Funding Agreement Provider and other rights and assets included in the applicable Collateral. The Holder or Holders of the Funding Note have no direct contractual rights against the Funding Agreement Provider under the Funding Agreement(s). Under the terms of each Funding Agreement, recourse rights to the Funding Agreement Provider will belong to Global Funding, its successors and permitted assignees. Global Funding has pledged and collaterally assigned each Funding Agreement to the Funding Note Indenture Trustee and has granted the Security Interest in the Collateral to the Funding Note Indenture Trustee for the benefit of the Secured Parties. Recourse to the Funding Agreement Provider under each Funding Agreement will be enforceable only by the Funding Note Indenture Trustee on behalf of the Secured Parties.
Security; Limited Recourse. To induce us to make the Advances, and subject to Bankruptcy Court approval, you hereby grant to us, as security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all of your obligations under this Letter Agreement, a continuing first priority lien and security interest in and to all of the Collateral (as defined below). For purposes of this Letter Agreement, all of the following property now owned or at any time hereafter acquired by you, or in which you now have or at any time in the future may acquire any right, title or interest, wherever located, is collectively referred to as the “Collateral”: (a) all of your right, title and interest in and to (but not any of your obligations, liabilities or indemnifications under) the Lukoil Litigation and any and all claims at issue therein; and (b) any recoveries or proceeds with respect to any of the foregoing. Upon execution of this Letter Agreement and your obtaining rights in the Collateral, this Letter Agreement and the Approval Order (as defined below) shall create – without further need of any Uniform Commercial Code filings – a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in and lien upon the Collateral in favor of us, on the terms set forth in this Letter Agreement and the Approval Order. Notwithstanding anything to the contrary herein or any failure on the part of any party hereto to take any action, the liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Approval Order. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the liens and security interests granted by or pursuant to this Letter Agreement or the Approval Order. Notwithstanding the above, you authorize us, our counsel and our other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as we reasonably determine appropriate to perfect the security interests granted under this Letter Agreement, and such financing statements and amendments may describe the Collateral covered thereby. You hereby also authorize us, our counsel and our other representatives, at...
Security; Limited Recourse
