CONTINUING GUARANTY
For valuable consideration, the undersigned, Datron Advanced
Technologies Inc. ("Guarantor"), unconditionally guarantees and
promises to pay .U. S. Bank National Association, a national banking
association ("Bank"), or order, on demand, in lawful money of the
United States, any and all Indebtedness of Datron Systems
Incorporated ("Borrower"), to Bank. The word "Indebtedness" is used
herein in its most comprehensive sense and includes debts,
obligations and liabilities of Borrower to Bank currently existing
or now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or
contingent, liquidated or unliquidated, determined or undetermined,
and whether Borrower may be liable individually or jointly with
others, or whether recovery upon such indebtedness may be or become
barred by any statute of limitations or otherwise unenforceable.
The liability of Guarantor is unlimited and includes all
Indebtedness and all costs and expenses incurred in enforcing or
collecting this Guaranty or the Indebtedness. This is a continuing
guaranty relating to any Indebtedness, including but not limited to
that arising under successive transactions, which shall continue the
Indebtedness or create new Indebtedness after satisfaction, payment
or reduction of previous Indebtedness. The amount of Guarantor's
liability hereunder and under any other agreement now or at any time
hereafter in force between Guarantor and Bank, including any other
guaranty executed by Guarantor relating to any Indebtedness, shall
be cumulative and not alternative. This Guaranty shall not apply to
any new Indebtedness created after actual receipt by Bank of written
notice from Guarantor revoking this Guaranty as to future
transactions. Any payment by Guarantor shall not reduce Guarantor's
maximum obligation hereunder, unless written notice to that effect
has been actually received by Bank at or prior to the time of such
payment. This is a continuing guaranty and ▇▇▇▇▇▇▇▇▇ agrees that it
shall remain in full force unless and until Guarantor delivers to
Bank written notice that it has been revoked as to credit granted or
Indebtedness incurred subsequent to the effective time of revocation
as herein provided. Delivery of such notice shall not affect any of
Guarantor's obligations hereunder with respect to Indebtedness
created or extended prior to the effective date of such revocation
nor shall it affect any of the obligations of any other guarantor
for the credit granted to or Indebtedness incurred by ▇▇▇▇▇▇▇▇.
The obligations hereunder are independent of the obligations of
▇▇▇▇▇▇▇▇, and a separate action or actions may be brought and prose-
cuted against Guarantor whether action is brought against Borrower
or whether ▇▇▇▇▇▇▇▇ is joined in any such action or actions; and
Guarantor waives the benefit of any statute of limitations affecting
Guarantor's liability hereunder or the enforcement thereof.
Either before or after revocation hereof, Guarantor authorizes Bank,
without notice or demand and without affecting Guarantor's liability
hereunder, from time to time, to (a) renew, compromise, extend,
accelerate or otherwise change any of the terms of the Indebtedness
or any part thereof, including changing the rate of interest thereon
or the time for payment thereof; (b) take and hold security for the
payment of this Guaranty or the Indebtedness, and exchange, enforce,
waive and release any such security; (c) apply such security and
direct the order or manner of sale or other disposition thereof as
Bank in its discretion may determine; (d) apply payments received
from Borrower or Guarantor, or any of them, to the Indebtedness in
such order as Bank may determine in its sole discretion; and
(e) release or substitute any Person liable on the Indebtedness, any
other guarantor of the Indebtedness, or any other Person providing
support for the Indebtedness to Bank, this Guaranty, or any other
guaranty. As used in this Guaranty, "Person" means any individual
or entity.
Guarantor waives any right to require Bank to (a) proceed against
Borrower, Guarantor or any other guarantor; (b) proceed against or
exhaust any security or other support for the Indebtedness granted
by ▇▇▇▇▇▇▇▇, Guarantor, or any other guarantor or Person; or
(c) pursue any other remedy in Bank's power whatsoever. Guarantor
waives any defense arising by reason of (i) any disability or other
defense of Borrower; (ii) the cessation from any cause whatsoever of
the liability of Borrower for the Indebtedness for any reason other
than payment in full and final satisfaction; or (iii) the non-
perfection of any security or support for the Indebtedness, this
Guaranty, or any other guaranty of the Indebtedness. Guarantor
shall have no right of subrogation to and waives any right to
enforce any remedy which Bank now has or may hereafter have against
Borrower, and waives any benefit of, any right to participate in,
and any right to direct the application of any security for the
Indebtedness, this Guaranty or any other guaranty of the Indebted-
ness, now or hereafter held by Bank, whether any of the foregoing
rights arise in equity, at law or by contract. Without limiting the
generality of the foregoing, Guarantor waives all rights and
defenses arising out of an election of remedies by the creditor,
even though that election of remedies, such as non-judicial
foreclosure with respect to security for a guaranteed obligation,
has destroyed Guarantor's rights of subrogation and reimbursement
against the principal by the operation of Section 580d of the
California Code of Civil Procedure or otherwise. For purposes of
the waiver just given, the "creditor" referred to therein is Bank,
and the "principal" is the Borrower. Guarantor waives all
presentments, demands for performance, notices of nonperformance, or
other defaults, protests, notices of protest, notices of dishonor,
and notices of acceptance of this Guaranty and of the existence,
creation, or incurring of new or additional Indebtedness. Guarantor
assumes the responsibility for being and keeping itself informed of
the financial condition of ▇▇▇▇▇▇▇▇ and of all other circumstances
bearing upon the risk of nonpayment of the Indebtedness which
diligent inquiry would reveal, and agrees that Bank shall have no
duty to advise Guarantor of information known to Bank regarding such
condition or circumstances.
Without limiting any waiver of rights of subrogation contained
herein, any indebtedness of Borrower now or hereafter held by Guar-
antor is hereby subordinated to the Indebtedness; and such
indebtedness of Borrower to Guarantor, if Bank so requests, shall be
collected, enforced and received by Guarantor as trustee for Bank
and paid over to Bank on account of the Indebtedness, but without
reducing or affecting in any manner the liability of Guarantor under
the other provisions of this Guaranty. Bank shall have rights of
setoff against and bankers' liens upon all monies, securities and
other properties of Guarantor to the extent provided by law.
This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any Indebtedness by
Borrower or any other guarantor is avoided as a preference, or on
any other grounds provided by law, or must otherwise be returned by
Bank as a result of an order for relief being entered with respect
to Borrower or any other guarantor under the United States
Bankruptcy Code, or as a result of Borrower's or any other
guarantor's assignment for the benefit of creditors.
Borrower and Bank have entered into a certain Credit Agreement (the
"Credit Agreement") of even date herewith. Borrower makes certain
representations and warranties and covenants (including, without
limitation, the representations and warranties in Article IV of the
Credit Agreement and the covenants in Articles V and VI of the
Credit Agreement) pertaining to Guarantor and certain other of the
subsidiaries of Borrower. To the extent such representations and
warranties and covenants of Borrower in the Credit Agreement pertain
to Guarantor, Guarantor hereby makes such representations and
warranties and covenants on its own behalf and incorporates such
representations and warranties and covenants herein by this
reference, as if fully set forth herein.
Where Borrower is a corporation or partnership, it is not necessary
for Bank to inquire into the powers of Borrower or the officers,
directors, partners or agents acting or purporting to act on its
behalf, and any Indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.
Guarantor has entered into this Guaranty with the understanding that
Bank may rely upon it to the exclusion of any other guaranties.
Bank has not, nor has Borrower represented that there are or may be
other guarantors. Nothing in this Guaranty, however, shall bind
Bank to seek other guarantors, separate and apart from the
undersigned. Guarantor understands that Bank may already have, or
concurrently herewith may have obtained or hereafter may obtain
other guarantors (one or more, several or joint) of the Indebted-
ness. Such guarantors, heretofore, herewith, or hereafter obtained,
shall in no way affect Guarantor's complete liability hereunder for
the full amount of the Indebtedness. Nothing herein shall require
Bank to sue all of the guarantors severally or together or to sue
more than one or to prorate the above liability among the guarantors
or any of them. Guarantor agrees that Bank may, in its sole and
uncontrolled discretion, sue any one or more of the guarantors for
all of the Indebtedness; and within its sole and uncontrolled
discretion Bank may take judgment against any one of the guarantors
for all of the Indebtedness, plus interest, costs and attorneys'
fees, or, within its sole discretion, Bank may prorate such judgment
between or among one or more of the guarantors.
Guarantor agrees to pay reasonable attorneys' fees and all other
costs and expenses which may be incurred by Bank (or allocable to
Bank's in-house counsel) in the enforcement of this Guaranty, or the
collection of any Indebtedness of Borrower to Bank, irrespective of
whether suit is filed, or in the renewal, extension or restructure
of any Indebtedness, irrespective of whether such renewal, extension
or restructure is consummated.
When there is more than one Borrower named herein, or when this
Guaranty is executed by more than one Guarantor, the word "Borrower"
and the word "Guarantor," respectively, shall mean all and any one
or more of them and each promise and obligation set forth herein
shall be joint and several.
This Guaranty shall benefit Bank, its successors and assigns, and
shall bind Guarantor's successors and assigns. This Guaranty is
assignable by Bank with respect to all or any portion of the
Indebtedness and obligations guaranteed hereunder, and when so
assigned Guarantor shall be liable to the assignees under this
Guaranty without in any manner affecting Guarantor's liability here-
under with respect to any Indebtedness or obligations retained by
Bank.
If any term, provision, covenant or condition of this Guaranty is
held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.
This Guaranty shall be governed by and construed in accordance with
the laws of the State of California.
AT THE OPTION OF THE BANK, THIS GUARANTY MAY BE ENFORCED IN ANY
FEDERAL COURT OR CALIFORNIA STATE COURT SITTING IN LOS ANGELES
COUNTY, CALIFORNIA; AND THE GUARANTOR CONSENTS TO THE JURISDICTION
AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE GUARANTOR
COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE ARISING
DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS
AGREEMENT, THE BANK AT ITS OPTION SHALL BE ENTITLED TO HAVE THE
CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-
DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER
APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE
Any notice to Bank required hereunder shall not be effective against
Bank unless it is given in writing, and actually received by Bank,
to the attention of "Manager" at each address where the Indebtedness
is payable, with a copy to: U.S. National Bank, ▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇.
This Guaranty is intended by Guarantor and Bank as the final
expression of Guarantor's obligations and liabilities to Bank
described herein and is intended as a complete statement of their
agreement concerning the subject matter hereof. This Guaranty may
be amended only by a writing signed by Guarantor and agreed to by
Bank.
This Continuing Guaranty is executed by Guarantor this __ day of
May, 2001.
"Guarantor"
Datron Advanced Technologies Inc.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
(S.S. or Tax I.D. No. ▇▇-▇▇▇▇▇▇▇)
