1987-139 - Laserfiche WebLink

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• liquidator or custodian or the like of the Company or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Company in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed, or pending and unstaged, for any period of sixty (60) days; or (h) certain described events occur with respect to any employee benefit plan or other plan maintained by the Company for its employees including the termination thereof under the provisions of the Employee Retirement Income Security Act of 1974, as amended; or (i) the occurrence of an "event of default" under the provisions of the Guaranty Agreement, the Pledge and Security Agreement, any Indenture, any Loan Agreement, any Mortgage, any Remarketing Agreement or any other document evidencing or securing the Company's obligations under the Reimbursement Agreement or evidencing, securing or executed in connection with any•Issue. A FAILURE BY THE COMPANY OR THE GUARANTORS TO REIMBURSE THE BANK WITH RESPECT TO A DRAW MADE UNDER ANY LEITER OF CREDIT OR A FAILURE BY THE COMPANY TO COMPLY WITH ITS OBLIGATIONS UNDER THE REIMBURSEMENT AGREEMENT AND THE MORTGAGES WITH RESPECT TO ANY PROJECT OR A DEFAULT BY THE GUARANTORS UNDER THE GUARANTY AGREEMENT MAY RESULT IN THE TERMINATION BY THE BANK OF ANY OR ALL OF THE LETTERS OF CREDIT AND IN A CORRESPONDING ACCELERATION OF ANY OR ALL OF THE ISSUES SECURED BY THE LETTERS OF CREDIT SO TERMINATED. Liability of the Bank and Indemnification The Company assumes all risks of the acts or omissions or misuse of any Letter of Credit by the beneficiary thereof. The Company agrees to indemnify and hold harmless the Bank from and against all claims, liabilities, tosses, costs and expenses claimed against or incurred by the Bank in connection with the Letter of Credit. II. SUMMARY OF CERTAIN PROVISIONS OF THE GUARANTY AGREEMENT Certain provisions of the Guaranty Agreement are summarized below. These summaries do not purport to be complete or definitive and are qualified in their entirety by reference to the full terms of the Guaranty Agreement. Guaranty The Guarantors have jointly, severally, absolutely, unconditionally and irrevocably guaranteed to the Bank the full and prompt payment of all amounts owing from time to time to the Bank by the Company under the provisions of the Reimbursement Agreement, the Mortgages, the Pledge and Security Agreement and under any of the other documents evidencing or securing the Company's obligations under the Reimbursement Agreement. D-5