EXHIBIT 4.5
GUARANTY AGREEMENT
This GUARANTY AGREEMENT (this "Guaranty"), dated as of November 10,
2004, is made by INTEGRATED SECURITY SYSTEMS, INC., a Delaware corporation
("Guarantor"), whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, in favor of BRIAR CAPITAL, L.P., a Texas limited partnership (together
with its successors and assigns, collectively, "Lender").
PRELIMINARY STATEMENTS
A. In accordance with that certain Loan Agreement dated of even
date herewith (as amended, modified or supplemented from time to time, the "Loan
Agreement"), between B&B ARMR CORPORATION, a Delaware corporation ("Borrower"),
and Lender, Lender has agreed to, among other things, extend to Borrower certain
credit facilities not to exceed $3,000,000 under certain conditions.
B. In satisfaction of the requirements under the Loan Agreement,
Guarantor has agreed to enter into this Guaranty to guarantee, among other
things, the Secured Liabilities of Borrower under the Loan Agreement.
C. Guarantor's shareholders and directors reasonably believe that
Guarantor's execution of this Guaranty will benefit Guarantor.
NOW, THEREFORE, in consideration of the premises and in order to induce
Lender to enter into and extend credit pursuant to the Loan Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged by Guarantor, Guarantor hereby agrees as follows:
SECTION 1. Defined Terms; Interpretation.
1.01 Defined Terms.
(a) Those initial capitalized terms and phrases used in this
Guaranty but not defined in this Guaranty shall have the meanings
ascribed to such terms in the Loan Agreement.
(b) As used in this Guaranty, the following terms shall have
the following meanings:
"Borrower" has the meaning specified in paragraph A of the
Preliminary Statements.
"Event of Default" has the meaning specified in the Loan
Agreement.
"Financing Documents" means the Loan Agreement, the Security
Documents, and any other agreement, deed, document or letter setting out the
terms of or constituting any indebtedness of any Obligor to Lender, together
with any documents ancillary or relating to all or any of them.
"Guaranteed Obligations" has the meaning specified in Section
2(a).
"Guarantor" has the meaning specified in the Introduction.
"Guaranty" has the meaning specified in the Introduction.
"Indemnitees" has the meaning specified in Section 19.
"Lender" has the meaning specified in the Introduction.
"Loan Agreement" has the meaning specified in paragraph A of the
Preliminary Statements.
"Note" shall have the meaning ascribed to such term in the Loan
Agreement.
"Obligor" means Borrower, Guarantor and any other Person that
has or that will have any liability (actual or contingent) and whether alone or
jointly with any other Person and whether as principal debtor, guarantor or
surety or otherwise (or as the equivalent obligor under the laws of any
jurisdiction) to Lender for the payment or repayment of any amounts outstanding
or capable of becoming outstanding under the Financing Documents.
"Person" means any natural person, corporation, partnership,
firm, association, trust, unincorporated organization, limited liability
company, governmental authority or other entity, whether acting in an
individual, fiduciary or other capacity.
"Secured Liabilities" means all present and future obligations
and liabilities (whether actual or contingent and whether now or hereafter owed
jointly or severally or as principal debtor, guarantor, surety or otherwise or
as the equivalent obligor under the laws of any jurisdiction) of each Obligor to
Lender under all or any of the Financing Documents together with:
(a) costs, charges and expenses incurred by Lender in
connection with or the protection, preservation or enforcement of
Lender's rights under the Financing Documents;
(b) any refinancing, novation, refunding, deferral,
modification, renewal or extension of or increase in any of those
obligations or liabilities;
(c) any further advances which may be made by Lender to any
Obligor under any agreement expressed to be supplemental to any of the
Financing Documents and all interest, fees and costs in connection
therewith;
(d) any claim for damages or restitution in the event of
rescission of any of those obligations or liabilities or otherwise in
connection with the Financing Documents;
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(e) any claim against any Obligor flowing from the recovery
by an Obligor of a payment or discharge in respect of any of those
obligations or liabilities on grounds of preference or otherwise;
(f) all other amounts now or in the future owed by an Obligor
to Lender; and
(g) any amounts which would be included in any of the
foregoing but for any discharge, non-provability, unenforceability or
non-allowability of the same in any insolvency, bankruptcy or other
proceedings.
"Security Documents" means each of the documents (including
security agreements, guaranties, mortgages, deeds of trust, pledges and other
security documents) executed by all or any Obligor from time to time including
this Guaranty and any other agreements intended to provide Lender with security
for any Secured Liabilities of any Obligor to Lender or to guarantee such
Secured Liabilities.
1.02 Interpretation.
(a) In this Guaranty, unless a clear contrary intention
appears:
(i) the singular number includes the plural number and
vice versa;
(ii) reference to any gender includes each other gender;
(iii) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Guaranty as a whole and not
to any particular Section or other subdivision;
(iv) reference to any Person includes such Person's
successors and assigns but, if applicable, only if such successors and
assigns are permitted by this Guaranty, and reference to a Person in a
particular capacity excludes such Person in any other capacity or
individually, provided that nothing in this clause (iv) of Section
1.02(a) is intended to authorize any assignment not otherwise permitted
by this Guaranty or the Loan Agreement;
(v) reference to any agreement (including this
Guaranty), document or instrument means such agreement, document or
instrument as amended, modified, supplemented or extended and in effect
from time to time in accordance with the terms thereof and, if
applicable, the terms of this Guaranty, and references to any note
includes any note issued in renewal, rearrangement, reinstatement,
enlargement, amendment, modification, extension, substitution or
replacement for such note;
(vi) unless the context indicates otherwise, reference
to any Section, clause, paragraph, Schedule or Exhibit means such
Section, clause or paragraph of this Guaranty or such Schedule or
Exhibit to this Guaranty;
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(vii) the word "including" (and with correlative meaning
"include") means including, without limiting the generality of any
description preceding such term; the word "or" is not exclusive; and
the word "all" includes "and" and the word "any" includes "all";
(viii) with respect to the determination of any period of
time, the word "from" means "from and including" and the word "to"
means "to but excluding"; and
(ix) reference to any law, ordinance, statute, code,
rule, regulation, interpretation or judgment means such law, ordinance,
statute, code, rule, regulation, interpretation or judgment as amended,
modified, codified or reenacted, in whole or in part, and in effect
from time to time.
(b) The Section and other headings in this Guaranty are for
convenience only and shall not affect the construction of this
Guaranty.
(c) No provision of this Guaranty shall be interpreted or
construed against any Person solely because that Person or its legal
representative drafted such provision.
SECTION 2. Guaranty.
(a) Guarantor hereby absolutely, unconditionally and
irrevocably, guarantees (as primary obligor and not merely as surety)
the punctual payment and performance when due, whether at stated
maturity, by acceleration or otherwise, of the Secured Liabilities,
whether for principal, interest (including interest accruing or
becoming owing both prior to and subsequent to the commencement of any
proceeding against or with respect to any Obligor under any bankruptcy
or insolvency proceeding), fees, commissions, expenses (including court
costs and reasonable counsel fees and expenses), and agrees to pay all
costs and expenses, if any, incurred by Lender in connection with
enforcing any rights under this Guaranty. The obligations of Guarantor
to Lender under this Guaranty are referred to in this Guaranty as the
"Guaranteed Obligations"; provided, that the Guaranteed Obligations of
Guarantor under this Guaranty shall not exceed an amount that is $1.00
less than that amount that would render Guarantor's obligations under
this Guaranty subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provisions of any applicable
state or foreign law.
(b) Guarantor agrees that the Secured Liabilities may at any
time and from time to time exceed the Guaranteed Obligations of
Guarantor without impairing this Guaranty or affecting the rights and
remedies of Lender.
(c) No payment made by any Obligor or any other guarantor
(other than Guarantor making such payment) or any other Person or
received or collected by Lender from any Obligor, any such other
guarantor (other than Guarantor making such payment) or any other
Person (other than Guarantor making such payment) by virtue of any
action or proceeding or any set-off or appropriation or application at
any time in reduction of or in payment of the Secured Liabilities shall
be deemed to modify, reduce, release or otherwise affect the liability
of Guarantor for the Guaranteed Obligations under this Guaranty.
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(d) This Guaranty is an absolute, unconditional, present and
continuing guaranty of payment and performance and not of
collectibility and is in no way conditioned upon any attempt to collect
from any other Obligor or any other action, occurrence or circumstance
whatsoever.
SECTION 3. Continuing Guaranty. Guarantor guarantees that the
Guaranteed Obligations will be paid promptly within five (5) days upon written
demand by Lender strictly in accordance with the terms of this Guaranty. Subject
to the termination of this Guaranty after the payment in full of all Guaranteed
Obligations in accordance with Section 14, the obligations of Guarantor under
this Guaranty shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Guaranty,
notwithstanding:
(a) any extension, renewal, modification, settlement,
compromise, waiver or release in respect of any Guaranteed Obligations;
(b) any extension, renewal, amendment, modification,
rescission, waiver or release in respect of any Financing Document;
(c) any release, exchange, substitution, non-perfection or
invalidity of, or failure to exercise rights or remedies with respect
to, any direct or indirect security for any Guaranteed Obligations,
including the release of any other guarantor or other Person liable on
any obligations of an Obligor under the Financing Documents;
(d) any change in the existence, structure or ownership of
any Obligor or any other guarantor or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Obligor, any
guarantor or any of their respective assets;
(e) the existence of any claim, defense, set-off or other
rights or remedies which any other guarantor at any time may have
against any Obligor, or any Obligor or any other guarantor may have at
any time against Lender or any other Person, whether in connection with
this Guaranty, the Financing Documents, the transactions contemplated
hereby or thereby or any other transaction;
(f) any invalidity or unenforceability for any reason of this
Guaranty or the other Financing Documents, or any provision of law
purporting to prohibit the payment or performance by any Obligor or any
other guarantor of the Guaranteed Obligations or the Financing
Documents, or of any other obligation to Lender;
(g) any failure to give notice of the occurrence of an Event
of Default; or
(h) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing.
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SECTION 4. Effect of Debtor Relief Laws. If, after receipt of any
payment of, or proceeds of any security applied (or intended to be applied) to
the payment of, all or any part of the Guaranteed Obligations, Lender is for any
reason compelled to surrender such payment or proceeds to any Person (a) because
such payment or application of proceeds is or may be under applicable law
avoided, invalidated, declared fraudulent, set aside, determined to be void or
voidable as a preference, fraudulent conveyance, fraudulent transfer,
impermissible set-off or a diversion of trust funds, or (b) for any other reason
under applicable law, including (i) any judgment, decree or order of any court
or administrative body having jurisdiction over Lender or any of its properties,
or (ii) any settlement or compromise of any such claim effected by Lender with
any such claimant (including any Obligor), then the Guaranteed Obligations or
part thereof intended to be satisfied shall be reinstated and continue, and this
Guaranty shall continue in full force as if such payment or proceeds have not
been received, notwithstanding any revocation thereof or the cancellation of any
instrument evidencing any Guaranteed Obligations or otherwise; and Guarantor
shall be liable to pay Lender, and hereby does indemnify Lender and hold Lender
harmless for the amount of such payment or proceeds so surrendered and all
expenses (including reasonable attorneys' fees, court costs and expenses
attributable thereto) incurred by Lender in the defense of any claim made
against it that any payment or proceeds received by Lender in respect of all or
part of the Guaranteed Obligations must be surrendered. The provisions of this
Section 4 shall survive the termination of this Guaranty, and any satisfaction
or discharge of any Obligor by virtue of any payment, court order or any
foreign, federal or state law. If an Event of Default shall at any time have
occurred and be continuing and declaration of such Event of Default shall at
such time be prevented by reason of the pendency against any Obligor of a case
or proceeding under a bankruptcy or insolvency law, Guarantor agrees that, for
purposes of this Guaranty and its obligations hereunder, the Secured Liabilities
shall be deemed to have been declared in default in accordance with the terms of
the Loan Agreement or other applicable Financing Documents, and Guarantor shall
forthwith pay the amounts specified by Lender to be paid thereunder, any
interest thereon and any other amounts guaranteed under this Guaranty without
further notice or demand.
SECTION 5. Subrogation. Notwithstanding any payment or payments made
by Guarantor under this Guaranty, or any set-off or application by Lender of any
security or of any credits or claims, so long as any Obligation exists under any
Financing Document, Guarantor hereby agrees that it will not, before the Secured
Liabilities have been paid in full, assert or exercise any rights of Lender or
Guarantor against any other Obligor to recover the amount of any payment made by
Guarantor to Lender under this Guaranty by way of any claim, remedy or
subrogation, reimbursement, exoneration, contribution, indemnity, participation
or otherwise arising by contract, by statute, under common law or otherwise, and
Guarantor hereby agrees that it shall, before the Secured Liabilities have been
paid in full, have no right of recourse to or any claim against assets or
property of any other Obligor, all of such rights being expressly waived by
Guarantor. If any amount shall nevertheless be paid to Guarantor by any other
Obligor or another guarantor prior to payment in full of the Guaranteed
Obligations, such amount shall be held in trust for the benefit of Lender and
shall forthwith be paid to Lender to be credited and applied to the Guaranteed
Obligations, whether matured or unmatured.
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SECTION 6. Subordination. Guarantor hereby subordinates all
indebtedness owing to it from each Obligor to all indebtedness of each Obligor
to Lender, and agrees that upon the occurrence and continuance of an Event of
Default, Guarantor shall not be entitled to accept any payment of the same until
payment in full of the Secured Liabilities under the Financing Documents, and
Guarantor shall not, under any circumstance whatsoever, attempt to set-off or
reduce any obligations under this Guaranty because of such indebtedness. If any
amount shall nevertheless be paid to Guarantor by any other Obligor prior to
payment in full of the Guaranteed Obligations, such amount shall be held in
trust for the benefit of Lender and, on demand by Lender, shall forthwith be
paid to Lender to be credited and applied to the Guaranteed Obligations, whether
matured or unmatured.
SECTION 7. Waiver. Except for the limited notice provided in Section 3
of this Guaranty, Guarantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and waives presentment, demand of payment, notice
of intent to accelerate, notice of acceleration, notice of dishonor or
nonpayment and any requirement that Lender institute suit, collection
proceedings or take any other action to collect the Guaranteed Obligations,
including any requirement that Lender protect, secure, perfect or insure any
lien against any property subject thereto or exhaust any right or take any
action against any Obligor or any other Person or any collateral (it being the
intention of Lender that this Guaranty is to be a guaranty of payment and not of
collection). It shall not be necessary for Lender, in order to enforce any
payment by Guarantor under this Guaranty, to mitigate damages or to institute
suit or exhaust its rights and remedies against any Obligor or any other Person,
including others liable to pay any Guaranteed Obligations, or to enforce its
rights against any security ever given to secure payment thereof. Guarantor
hereby waives marshaling of assets and liabilities, notice by Lender of any
indebtedness or liability to which Lender applies or may apply any amounts
received by Lender, and of the creation, advancement, increase, existence,
extension, renewal, rearrangement and/or modification of the Guaranteed
Obligations.
SECTION 8. Representations and Warranties. Guarantor hereby represents
and warrants as follows:
(a) that Guarantor has had full and complete access to the
Loan Agreement and the other Financing Documents and has reviewed same
and is aware of their contents;
(b) that Guarantor has the power and authority to execute,
deliver and perform its obligations hereunder and under the other
Financing Documents to which it is a party. The Financing Documents to
which Guarantor is a party have been duly and validly executed and
delivered by Guarantor and constitute valid and legally binding
agreements of Guarantor enforceable in accordance with the respective
terms thereof, except, in each case, as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws relating to or affecting the
enforcement of creditors' rights generally and general principles of
equity;
(c) that no authorization, consent, approval, license or
exception of or filing or registration with any court or government
department, commission, board, bureau, agency or instrumentality, is
necessary for the valid execution, delivery or performance by Guarantor
of this Guaranty or any other Financing Document to which it is a
party; and
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(d) that the execution, delivery and performance of this
Guaranty and the other Financing Documents to which it is a party does
not (i) result in breach of, or constitute a default under, any
contract, lease, instrument or other agreement to which Guarantor
presently is a party, or (ii) result in or require the creation or
imposition of, any mortgage, deed of trust, pledge, lien, security
interest (other than pursuant to this Guaranty or such other Financing
Document) or other share or encumbrance of any nature upon or with
respect to any of Guarantor's property or interests, be they tangible
or intangible. Guarantor is not in violation of or in default under any
material indenture, agreement, lease or instrument.
SECTION 9. Affirmative Covenants. Guarantor covenants and agrees to
promptly execute and deliver to Lender upon reasonable notice and request all
such other documents, agreements and instruments in compliance with the
covenants and agreements of Guarantor herein as Lender may reasonably request
from time to time. Without limiting the generality of the foregoing, Guarantor
will, so long as this Guaranty is in effect, furnish, or cause to be furnished,
to Lender:
(i) Annual Financial Statements. As soon as available, and in
any event within ninety (90) days after the end of each fiscal year of
Guarantor, a copy of the audited financial statements of Guarantor and
its subsidiaries, if any, for such fiscal year containing, on a
consolidated and consolidating basis, balance sheets and statements of
income, retained earnings, and cash flow as at the end of such fiscal
year and for the 12-month period then ended, in each case setting forth
in comparative form the figures for the preceding fiscal year, all
prepared in accordance with GAAP, audited by an independent certified
public accountant acceptable to the Lender, and certified by Guarantor
that such financial statements have been prepared in accordance with
GAAP, and (i) are true and correct, (ii) fairly present the financial
condition of Guarantor and (iii) reflect the consistent application of
accounting principles used to prepare such financial statements as well
as such other financial statements of Guarantor previously delivered to
Lender.
(ii) Tax Returns. As soon as available, and in any event
within sixty (60) days after filing, a copy of the income tax return
filed by Guarantor after the end of each fiscal year.
SECTION 10. Amendments. The terms of this Guaranty may be waived,
altered or amended only by an instrument in writing duly executed by Guarantor
and Lender. Any such amendment or waiver shall be binding upon Lender, each
holder of any of the Secured Liabilities and Guarantor.
SECTION 11. Addresses for Notices. All communications under or in
connection with this Guaranty shall be in writing and shall be mailed by
registered or certified mail, return receipt requested, postage prepaid, or
personally delivered to an officer of the receiving party. All such
communications shall be mailed or delivered as follows:
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(a) If to the Guarantor, to the address set forth at the
beginning of this Guaranty, or to such other address or to such
individual's or department's attention as it may have furnished the
Lender in writing;
(b) If to the Lender, Briar Capital, L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or to such other address or
to such individual's or department's attention as it may have furnished
to the Guarantor in writing.
Any notice so addressed and mailed by registered or certified
mail, return receipt requested, shall be deemed to be given when so mailed, and
any notice so delivered in person shall be deemed to be given when receipted for
by, or actually received by, an authorized officer of the Borrower or the
Lender, as the case may be.
SECTION 12. No Waiver, Remedies. No failure on the part of Lender to
exercise, and no delay in exercising, any right under this Guaranty shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right under this Guaranty preclude any other or further exercise thereof or the
exercise of any other right. The remedies in this Guaranty provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 13. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default or default under the Financing Documents,
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by Lender to or for the credit or the account of
Guarantor against any and all of the obligations of Guarantor now or hereafter
existing under this Guaranty, irrespective of whether or not Lender shall have
made any demand under this Guaranty and although such obligations may be
contingent and unmatured. Lender agrees promptly to notify Guarantor after any
such set-off and application, provided the failure to give such notice shall not
affect the validity of such set-off and application. The rights of Lender under
this Section 13 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which Lender may have.
SECTION 14. Continuing Guaranty; Successors and Assigns; Transfer of
the Financing Documents. This Guaranty is a continuing guaranty and shall (a)
remain in full force and effect until payment in full of the Guaranteed
Obligations, (b) be binding upon Guarantor, its successors, transferees and
assigns, provided, however, that Guarantor shall not assign or transfer its
rights or obligations under this Guaranty without the prior written consent of
Lender, and (c) inure to the benefit of and be enforceable by Lender and its
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c) of this Section 14, Lender may assign or otherwise transfer
all or a portion of its interests, rights and obligations under the Financing
Documents to which it is a party. Any assignment in violation of this Section 14
shall be void and without force or effect.
SECTION 15. Separability. Should any clause, sentence, paragraph,
subsection or section of this Guaranty be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating or
voiding the remainder of this Guaranty, and the parties hereto agree that the
part or parts of this Guaranty so held to be invalid, unenforceable or void will
be deemed to have been stricken herefrom by the parties hereto, and the
remainder will have the same force and effectiveness as if such stricken part or
parts had never been included herein.
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SECTION 16. Usury. Notwithstanding any other provisions contained in
this Guaranty, no provision of this Guaranty shall require or permit the
collection from Guarantor of interest in excess of the maximum non-usurious rate
of interest permitted by applicable foreign, federal or state law.
SECTION 17. Survival. All warranties and representations made by
Guarantor herein or in any certificate or other instrument executed and
delivered by Guarantor under this Guaranty shall be considered to have been
relied upon by Lender and shall survive the execution and delivery of this
Guaranty, regardless of any investigation made by or on behalf of any thereof.
All statements in any such certificate or other instrument shall constitute
warranties and representations by Guarantor under this Guaranty.
SECTION 18. Limitation by Law. All rights, remedies and powers
provided in this Guaranty may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Guaranty are intended to be subject to all applicable mandatory
provisions of law which may be controlling from time to time and to be limited
to the extent necessary so that they will not render this Guaranty invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.
SECTION 19. Indemnity. Guarantor agrees to indemnify and shall
indemnify Lender and its affiliates, directors, officers, employees and agents
(such indemnified Persons called the "Indemnitees") from, and hold each of them
harmless against, any and all losses, liabilities, claims or damages (including
reasonable legal fees and expenses) to which any of them may become subject,
insofar as such losses, liabilities, claims or damages arise out of or result
from this Guaranty or any other Financing Document to which Guarantor is a party
or any investigation, litigation or other proceeding (including any threatened
investigation or proceeding) relating to the foregoing, and Guarantor shall
reimburse each Indemnitee, upon demand for any expenses (including legal fees)
reasonably incurred in connection with any such investigation or proceeding; but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence, willful misconduct or unlawful acts of such
Indemnitee. WITHOUT LIMITING ANY PROVISION OF THIS GUARANTY, IT IS THE EXPRESS
INTENTION OF GUARANTOR THAT EACH INDEMNITEE SHALL BE INDEMNIFIED AND HELD
HARMLESS AGAINST ALL SUCH LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF
OR RESULTING FROM THE SOLE, ORDINARY OR CONTRIBUTORY NEGLIGENCE OF SUCH
INDEMNITEE, BUT NOT FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR UNLAWFUL
ACTS OF SUCH INDEMNITEE. Without prejudice to the survival of any other
obligations of Guarantor under this Guaranty and under the other Financing
Documents to which Guarantor is a party, the obligations of Guarantor under this
Section 19 shall survive the termination of this Guaranty and the other
Financing Documents and the payment of the Secured Liabilities or the assignment
of the Financing Documents.
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SECTION 20. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE
UNITED STATES OF AMERICA.
SECTION 21. SUBMISSION TO JURISDICTION.
(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
GUARANTY AND THE OTHER FINANCING DOCUMENTS EXECUTED BY GUARANTOR MAY BE
BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES
LOCATED IN ▇▇▇▇▇▇ COUNTY, TEXAS AND, BY EXECUTION AND DELIVERY OF THIS
GUARANTY, GUARANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING.
GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO IT PURSUANT TO SECTION 11 OF THIS GUARANTY, SUCH SERVICE TO
BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING IN THIS
GUARANTY SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION.
(b) GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS GUARANTY BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) OF THIS
SECTION 21 AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM.
SECTION 22. WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION WITH THIS GUARANTY OR ARISING FROM OR RELATING
TO THIS GUARANTY, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.
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SECTION 23. FINAL EXPRESSION. THIS WRITTEN GUARANTY REPRESENTS THE
FINAL AGREEMENT OF THE GUARANTOR REGARDING THE SUBJECT MATTER HEREIN AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE GUARANTOR AND ANY
OTHER PARTY REGARDING THE SUBJECT MATTER HEREOF.
[SIGNATURE FOLLOWS ON NEXT PAGE]
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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly
executed and delivered to be effective as of the date first above written.
INTEGRATED SECURITY SYSTEMS, INC.,
a Delaware corporation
By: /S/ C.A. ▇▇▇▇▇▇▇, Jr.
-----------------------------------
C.A. ▇▇▇▇▇▇▇, Jr., Chairman and CEO
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